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Agenda 09/10/2024 Item #16E5 (Assign all rights, duties, benefits, and obligations to Statec Consulting Services, Inc., - Concerning Agreements Nos. 18-7432-CE, 18-7432-UP, 18-7432-UC, 18-7432-EV, 18-7432-RB )
16.E.5 09/ 10/2024 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Professional Services Library Agreement Nos. 18-7432-CE, 18-7432-UP,18-7432-UC, 18-7432-EV, and 18-7432-RB. OBJECTIVE: To assign all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc. concerning Agreements Nos. 18-7432-CE, 18-7432-UP, 18-7432-UC, 18-7432-EV, and 18-7432-RB. CONSIDERATIONS: In 2020, the Board of County Commissioners approved five Professional Service Library Agreements to Cardno, Inc ("Cardno") for various services as noted in the chart below: Board Approval/ Agreement # Agreement Title Agenda # February 25, 2020 18-7432-CE Professional Services Library - Civil Engineering (16.E.7) April 28, 2020 18-7432-UP Professional Services Library - Utility Plants Design and (16.E.8) Engineering April 28, 2020 18-7432-UC Professional Services Library - Utility Collection & (16.E.6) Distribution July 14, 2020 18-7432-EV Professional Services Library - Environmental Engineering (16.E.9.) September 22, 2020 18-7432-RB Professional Services Library - Road & Bridge Study, (16.E.9) Planning and Design On March 1, 2023, Cardno filed a withdrawal application of its corporation to conduct business in the State of Florida and simultaneously filed an application for authorization to conduct business in the State of Florida under new name Cardno Consulting, LLC ("Cardno Consulting"). On or about January 1, 2023, Stantec Consulting Services Inc. ("Stantec") entered into an Asset Purchase Agreement with Cardno Consulting whereby Stantec acquired Cardno Consulting's assets. Stantec is registered to transact business in Florida and represents and warrants that it is now the successor in interest to the above Agreements entered into with the County. Staff obtained documentation of the acquisition, along with other necessary business documents from Stantec, which have been reviewed and accepted by the County Attorney's Office. Staff is recommending approval of the attached Assumption Agreement assigning all rights, duties, benefits, and obligations under the Agreements, including any amendments thereto, to Stantec. FISCAL IMPACT: There is no fiscal impact associated with this action. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this action. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. - CJS RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc. concerning Professional Services Library Agreement Nos. 18-7432- CE, 18-7432-UP, 18-7432-UC, 18-7432-EV, and 18-7432-RB and authorize the Chairman to sign the attached Assumption Agreement. Packet Pg. 1152 16.E.5 09/ 10/2024 Prepared by: Megan Speerschneider, Manager, Procurement Services Division ATTACHMENT(S) 1. 18-7432-CE VS_Stantec (PDF) 2. COI Stantec Consulting(PDF) 3. COI PL_Stantec Consulting (PDF) 4.22-7973 ExeSumm 16E4_3-12-24 (PDF) Packet Pg. 1153 16.E.5 09/10/2024 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.5 Doe ID: 29719 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Professional Services Library Agreement Nos. 18- 7432-CE, 18-7432-UP, 18-7432-UC, 18-7432-EV, and 18-7432-RB. Meeting Date: 09/10/2024 Prepared by: Title: — Procurement Services Name: Vanessa Miguel 08/14/2024 4:24 PM Submitted by: Title: Manager - Procurement — Procurement Services Name: Sandra Srnka 08/14/2024 4:24 PM Approved By: Review: Procurement Services Vanessa Miguel Level 1 Purchasing Gatekeeper Procurement Services Osmanis Nieves Borjas Other Reviewer Procurement Services Sandra Srnka Director Review County Attorney's Office Carly Sanseverino Level 2 Attorney Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Corporate Business Operations Kenneth Kovensky Corporate Business Operations Review Office of Management and Budget Blanca Aquino Luque OMB Reviewer Corporate Compliance and Continuous Improvement Megan Gaillard County Manager's Office Amy Patterson Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 08/14/2024 4:33 PM Completed 08/15/2024 11:29 AM Completed 08/16/2024 4:35 PM Completed 09/04/2024 9:15 AM Completed 09/04/2024 9:17 AM Completed 09/04/2024 9:17 AM Completed 09/04/2024 12:03 PM Completed 09/04/2024 2:09 PM Additional Review Skipped 09/04/2024 2:12 PM Completed 09/04/2024 2:25 PM 09/10/2024 9:00 AM Packet Pg. 1154 16.E.5.a ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of , 2024 by and between Stantec Consulting Services Inc. "Stantec"and Collier County, a political subdivision of the State of Florida ("County"), (collectively the "Parties"). WHEREAS, on February 25, 2020 (Agenda Item No. 16,E,T), the County awarded Agreement No. 18-7432-CE, "Professional Services Library Civil Engineering Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-l" ("Agreement No. 18-7432- CE"); and WHEREAS, on April 28, 2020 (Agenda Item No. I&E.8.), the County awarded Agreement No, 18-7432-UP, "Professional Services Library Utility Plants Design and Engineering Category," to Cardno, Inc. ("Cardno''), which is attached hereto as Exhibit "A-2" ("Agreement No. 18-7432-Up"); and WHEREAS, on April 28, 2020 (Agenda Item No. 16.E.&), the County awarded Agreement No. 18-7432-1lC, "Professional Services Library Utility Collection & Distribution Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-3" ("Agreement No. 18-7432-UC"); and WHEREAS, on July 14, 2020 (Agenda Item No. 16.E.9.), the County awarded Agreement No. 18-7432-EV, "Professional Services library Environmental Engineering Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-4" ("Agreement No. 18-7432- I-V"); and WHERE, AS, on September 22, 2020 (Agenda Item No, 16.E.9,), the County awarded Agreement No. 18-7432-RB, "Professional Services Library Road &. Bridge Study, Planning and Design Category," to C:arditn, Inc. ("Cardno"), which is attached hereto as Exhibit "A-5" ("Agreement No. 18-7432-R-B"); and WHEREAS, on December 30, 2022, Cardno, a Delaware corporation, was converted to Cardno Consulting, LLC ("CCLLC"), a Delaware limited liability company; and WHEREAS, on. March 1, 2023, Cardno tiled an application for withdrawal to transact business in r'lorida, and on March 1, 2023 Fled ail application under CCLLC for authorization to transact business in Florida under the same FEVEIN Number; and WHEREAS, on January 1, 2023, CCLLC and Stantec entered into an Asset purchase Agreement (the "Purchase Agreement") whereby Stantec acquired CCLLC's right, title and interest in and to the purchased assets as sct forth in that Purchase Agreement, attached hereto as Exhibit "B;" and Gage 1 of I I Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -EV, -1113, Packet Pg. 1155 16.E.5.a WHEREAS, Stantec, hereby represents to Collier County that by virtue of the Purchase Agreement it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize Stantec's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and For other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, it is agreed as follows: 1. Stantec accepts and assumes all rights, duties, benefits, and obligations of Cardno under the Agreement, including all existing and future obligations to perform under the Agreemonts. 2. The Parties hereby reaffirm and ratify each of the towns and conditions in the Agreement. 3. Stantec will promptly deliver to County evidence of insurance consistent with the requirement of the Agreement. 4. Stantec will promptly notify the County of any changes required to Key Personnel or Qualiried License Professional identified in the Agreement. 5. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. 6. Notices requited under the Agreement to be sent to Stantec shall be directed to: Stantec Consulting Services Inc. 4400 140th Ave N, Suite 160 Clearwater Fla 33762 Attention: Doug Stoker, Senior Principal Phone: 727-431-1550 Email: douglas.stoI<era,stantec.coin 7. The County hereby consents to Stantec's assumption of the Agreement in order to continue the services provided under Agreement. No waivers of performance or extensions of time to perform are granted or authorized. 'The County will treat Stantec as it would have Cardno for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect, Page 2 of 10 Assumption Agreement Agreement Nos, 18-7432-CE, -UP, -UC, -Bv, -RB, •, Packet Pg. 1156 16.E.5.a IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement affective as of the date first above; written. ATTEST; Crystal K. Kinzel, Clerk & Comptroller By: , Deputy Clerk Approved as to Form And Legality: Carly Jeanne Sanseverino, Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Chris Hall, Chairman Page 3 of 10 AsSu111ption Agreement Agreement Nos. 18-7432-CF, -UFO, -UC, -FV, -RB, Packet Pg. 1157 16.E.5.a Company's Witnesses; — /J(,., /--" ril, Wit► ss T Type/print witness name t Second Witness m*- F O'pek-c— T Type/print witness name T Stantec Consulting Services, Inc:. Douglas Stoker, PE, Senior Principal T Type/print name and title t Page 4 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -11C, -EV, -Rt3, - F -- Packet Pg. 1158 16.E.5.a Exhibit `°A-1" Agreement No. 18-7432-CE TO FOLLOW 'PHIS PAGE Cage 5 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -CV, -RB, CA(�' Packet Pg. 1159 16.E.5.a PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINLIING CONTRACT) F�] CCNA 171 N0NXXKA Contract # 18-7432-CE for "Professional Services Library Civil Engineering. Category —„ THIS AGREEMENT is made and entered into this day of , 20 by and between the Board of County Commissioners for Collier County, Florida a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lone Tree, _CO 80124 _ (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"), WIT NESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and Q WHEREAS, Section 287,055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and 0 WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required frorn'time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1A, From time to time upon the written request or direction of the COUNTY as hereinafter provident, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1,2. CONSULTANT acknowledges and agrees that services Linder this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTTANT'S services exclLisively or at all, Page I of 33 NSA Fixed Term Continuing Contract 2017.1109 Vert 9 Packet Pg. 1160 16.E.5.a 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order' herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order, The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners. X Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. 0 (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library In the order they'are ranked, with the highest scoring firm placed In the first position in the rotation. c, As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation, A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page Z of 33 P&A Fixed Term Continuing Contrast 2017.009 Var.l EL1 Packet Pg. 1161 16.E.5.a 1.4.1.1 professional Services Libra -- Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division ❑irector and the (procurement Services Director. firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 15. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. if the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect t❑ such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7, it is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent ❑r guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement, 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY In any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby Incorporated into and made a part of this Agreement by reference. 1.1 D. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement, 1.11. The CONSULTANT agrees that, when the services to be provided Hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel -to provide such services to the COUNTY. Wage 3 or33 PSA Fixed Term Continuing CoDiroal 2017.009 Vur.1 0,M) Packet Pg. 1 2 16.E.5.a 1.12, The CONSULTANT designates Douglas Stoker PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator'). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to bo provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator Is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Worm Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be Immediately replaced with a, person acceptable to the COUNTY, 1,13, The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1,14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119,0761(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS'QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT - Page 4 oF33 PSA Need Term Conliuui%C OnkfOct 2017.009 Ver, I ,i ik15 Packet Pg. 1163 16.E.5.a Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL. 34112-5746 Telephone; (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public ardency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all pub1c records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian~ of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement Immediately. 1,15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16, The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge 15agc 5 of 33 P5A Fixed Tenn Cojoirming ('.ui*acl 2017.009 Vcr,l Packet Pg. 1164 16.E.5.a the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.17, The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any nonpublic information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph, CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State plane fast (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), orwhen implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e, right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. if authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order, The agreed upon scope, compensation and schedule forAdditional Services shall be set forth In the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiverof any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order, 2,2, If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shalt be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew ar should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Wage G af33 PSA rixed'rcrm Continuing Cantratt 2017.409 Yor. I LCA" Packet Pg. 1 571 16.E.5.a ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1, The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c, The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order, 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitatlons; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information In the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d, Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 41, Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order, Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. Page 7 of 33 f'SA fiKed'rcrm Continuing f:M1rfPGt 2017.009 Vcr. I C,- D Packet Pg. 1166 16.E.5.a 4,2, Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to Its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lockouts, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided 'n the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of GONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision, This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6, The period of service shall be from the date of execution of this Agreement through five (L) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at Its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for ��(1 } additional one (J—) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (t 80) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Papa A of 33 PSA Flxai Term Catttitwing Canlnwt 7.017.009 Vcr. ] Packet Pg. 1167 16.E.5.a ARTICLE FIVE COMPENSATION 5,1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order, The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies. Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials' The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it Is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked end billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project, 5.2, The hourly rates as set forth and Identified In Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Q Grant Funded; The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1, Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents, The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized projector task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 NSA Fixed Tetm Continuing Contract 2017,449 Ver,1 Packet Pg. 1 871 16.E.5.a consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and Information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect Its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever Is later, or such later data as may be required by law, The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, Its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paraleagaIs' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This Indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County B.1.1. The duty to defend under this Article 8 Is independent and separate from the duty to Indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises Immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSUL.TANT's obligation to Indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until It is determined by final judgment that an action against the COUNTY or an Indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined In Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725,08(4), Florida Statutes, the Irdemnification provided herein shall be limited as provided in Section 725,08(l) & (2), Florida Statutes, Pale tU of 33 FSA Fixed Trrm ContIrtufnK Conlruct 2017.009 Yet. I r., Packet Pg. 1169 16.E.5.a ARTICLE NINE INSURANCE 9.1, The CONSULTANT shall obtain and carry, at all times during Its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. , All insurance shall be from responsible companies duly authorized to do business in the State of Florida, 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional Insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions- 9.3.2, Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement, 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9A. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page I 1 of 33 p3h Fixed Tenn Continuing Cankraot 2017.009 Vec l C:rlc� Packet Pg. 1170 16.E.5.a ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as Independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY Is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 P8A F{ked'farm G4itilinuing Cquvuct 2,O17.00r] Vcr.l I C(A Packet Pg. 1171 16.E.5.a unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE. TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously Issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or In part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not In default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for In paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12A below. 12A, Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably Incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed, CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page 13 trf 33 PSA Vixed Term Conlinaing Galtrnal2017.004 VOLI re] Packet Pg. 1 2 16.E.5.a 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are In CONSULTANT's possession or under Its control arising out of or relating to this Agreement or any Work Orders, 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspenslon. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 127. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (li) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default Is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1, The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, giftor any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order, 13.2, Fz_J CCNA Projects, In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided Linder this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth In each subsequent issued Work Order, if any, and any Page 14 of 33 PSIi• Fixed Tcrnt Continuing Cnnlr>ict 2017.009 Vor. i OA i Packet Pg. 1173 16.E.5.a additions thereto small be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs, All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 141. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict In any manner with the performance of services required hereunder, CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1, No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15,2, In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. 1-or any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15,3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 1 B.1. Ali notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the fallowing the COUNTY's address of record' Board of county Commissioners for Collier County, Florida Division Director: Sandra Herrera Division Name: Procurement Services division Address: 3295 Tamiami Trail East Na les Florida 34112-4901 Administrative AgentfPM: Evelyn Colon Telephone: (239) 252�266T _ p on l^vel n.Colon agcolliercounf fl.gov E-Mal Page 15 of 13 r'SA rixed'rorm ConiinUlhd Cnnlrxol 200•009 Ver.l Packet Pg. 1174 16.E.5.a 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made In writing and shall be delivered by hand, emall or by the United States Postal Service Department, first class mall service, postage prepaid, addressed to the following CONSULTANT's address of record, Company Name: Cardno, Inc. Addross: 1821 Victoria Ave, Fort M ers, FL 3390 Authorized Agent: Douglas Stoker, VP Attention Name & Title: Telephone: 239 3373330 E-Mall(s): Doug. Stokercardno,com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article ARTICLE SEVENTEEN MISCELLANEOUS 17.1, The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing, 17,2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party, 17.3. This Agreement Is not assignable, or otherwise transferable In whole or in part, by CONSULTANT without the prior written consent of the COUNTY, 17.4. Walvers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments, 17.6. This Agreement, Including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth hereln, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, ail representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed In several counterparts, each of which shall be an original and all of which shall constitute but one and the same Instrument, i'ogn 16 of 3� PSA T?ixed Tmm COBlinkling C0111MO 2017A11'J Var.1 0A () Packet Pg. 1175 16.E.5.a 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances _ Solicitation # 18-7432-CE , including all Attachment(s), Exhibit(s) and Addendum/ Consultant's Proposal 17.10. Q Grant Funded Pro ects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (0 ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18,1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENTIPUULIC ENTITY GRIMES 19.1, The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 23 At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as _Schedule D. The: CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. Page 17 of 33 PSA Pixcd'rbrm ContinuingCmiSract2017.Op9 Ver.! Packet Pg. 1176 16.E.5.a The CONSULTANT's compensation as set forth in each subsequently issued Work Order, If any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was Increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, Proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 28T017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval, Failing resolution, and prior to the commencement of depositions in any Iltigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Page 18 of33 1a5A Find Ten Continuing Cqnlrnti 2017.004 Vor.l Packet Pg. 1177 16.E.5.a ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C, 1324, et sew and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 19 of 33 PSA Fjud 'Perm Cotsiinuing Conlrnot 2017.009 Ver.1 Packet Pg. 1 871 16.E.5.a IN WITNESS WHEREOF, the parties hereto have executed this Professional 9ervlces Agreement the day and year first written above. ATTEST: Crystal K. Kinzel, Clerk of Courts & Comptroller By: Date: J Most as to Chinni Sig11aftlre 0111y. A rie�i to F P d gality: County Attorney <ell Name Consultant's Witnesses: Witness Ahol ck I rOAIOW �Vkl+imcn!:�,('tgf, Name and Titl `J] Witness Name and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Burt L. Saunders Consultant: Cardno, Inc. Chairman By. - 6' as fdr /d � lee-i % J 1c 4, Name atid Title Page 20 003 PSA Fixed Tone Cnruimiing Conbul 2011009 Ve 1 �t (3 Packet Pg. 1179 16.E.5.a SCHEDU>t_,r A WORK ORDER ' Contract 00-0000 "Name of Contract" Ce7ntYrtot Expiration Date:._, 20_ -_ This Woric Order is for professional (describe) services for work known as: Pr❑jectName: Project No; The work is specified in the proposal dated , 20 which is altaohed heroto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of I±irm Scavo tk: As detailed in the attached proposal and the following: Task ! - Task 11 Task TIT Schedule of Work; Complete work within days from the dine of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends J)nyond the expiration} date of Agrcement fit`- 00-0000 will survivo and remain subject to the terms and conditioan of that Agreement until the oamptetion or termination of this Work Order. CompeiMtign: In ncoordance with the Agreement referenced above, the County will compensate; the Firm in accordance with following melhod(s): ENegotiated Lump Sum (NL5) ❑Lurnp Sum Plus Reimbursable Costs (LS-t-RC) ❑Time & Material (T&M) (established hourly rato — Schedule A) []Cost plus Fixed Fee (CPFF), (define which method will be used for which tasks) as provided in the attached proposal. PREPARED BY: APPROVED BY: APPROVED BY: 'task l Task JI Tosk III TOTAL FEE $ Name and Title (]kept Nnnic) , Division Director Date Date type name, Department head Dato By the signulure below, the Finn (including enployc4s, offlaers nndlor agents) corti firs, and 1lereby (Iiseloses& Thal, to the best of their knowicdge and balief, u11 relavtrnt fools can8Cn AS past, pfasonl, or currently plynmd intcrtst or activity (financial, aontraotual, organizational. or otherwise) which releles to the proposed wnrki and bear on whathcr the r'irm has a potential conflict have been fully disclosed. Addillonally, the firm agrees to nodfY the Procttrern"L Director, in wtitlna within 48 hours of learning of any actual Of potr:ntisl couftict of interest that arises during the Work Order andlor project duration. ACCEPTED BY: (Firm Name) Name & 'Title of Authorized Officer Dato Page Zl of 33 F8A Fixed Term Coutinulps Contract 2❑17.009 Vey. l cc�)) Packet Pg. 1180 16.E.5.a SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES BA.1. As the COUNTY identifies certain Services,it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement- If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1,1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (I) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. 8.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments, 13.1.3, All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order, Any Services provided by CONSULTANT without 0 written Work Order shall be at CONSULTANT's awn risk and the COUNTY shall have no liability for such Services. 13,1.4, Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 2. COMPENSATION TO CONSULTANT 8.2,1, payments for Basic Services and Additional 'Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. 8.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement, Page 22 of 33 I'SA FiXed'farni Continuing Cm,lract 2017.007 Ver, ] ��, (1 Packet Pg. 1181 16.E.5.a B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum, B.2,4. 9 Time and Material Fees: direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule 13. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4.1.1=or Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section B,3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. 13,2.42. Notwithstanding anything herein to the contrary, In no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed tasks) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5, M Lump Sum Fe9s: The fees noted in the Work Order shall constitute the lump sum amount to be pald to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly Invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each Item. "There shall be no overtime pay without the COUNTY's prior written approval. B.2.6, For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below, There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors, Page 23 of 33 PSA Fixed Tenn Continuing Ctjnkract 2.417.049'Yer, l C(-A Packet Pg. 1182 16.E.5.a 13.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. 13.2,9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that In the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE, EXPENSES 13.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 13.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 13.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3,1. Cast for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112,061, F.S. Further, such expenses, if approved by the COUNTY, may Include mileage for trips that are fromlta destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded Page 24 of 33 PSA FiKed'P4rnl Continuing Contract 2017.009 Vor.l Packet Pg. 1 3 16.E.5.a 5.3,3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. 5,3,3.4. Permit Fees required by the project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order, 5,3.3.7. Other items on request and approved in writing by the COUNTY. 5,3,4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, Incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 I'SA Fixed 7cnr1 Coatinuirlg Contract 2017.009 Vcr.l {r 1r)J Packet Pg. 1184 16.E.5.a SCHFDULE B -ATTACHMENT 'I RATE SCHEDULE Title Princlaal Project Manager Senior Engineer Engineer Senior Ins actor Inspector Senior Planner Planner Senior Designer Designer Environmental S ecialis Senior Environmental S eci Sclentist/Ge_o_logist Senior SuientislIGeolo9l Marine Biologist/Hydrogeolc iior Marine Biolo ist/H dreg Senior GIS Specialist GIS S ecialist Clerical/Administrative Senior Technician �Technician Surveyor and Mapper CARD Technician _ Survey Crew - 2 man Survey Grew - 3 man Survey Crew - 4 man Senior Architect Architect isf iloaist Hourly Rate $238 $201 165 $175 136 $117 $96 _ 164 130 $128 _ $109 _ $120 $156 $115 $156 _ 133 $169 $149 $114-- 73 $102 83 $142 $95 $152 $185 218 177 $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular .project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. 0 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 P8A Cixcd Tom Continuing Contrecl 2017.1709 Vcr.2 ci m as co aM 0 L) d c Cn 0 0 L) E d d aM a 0 W a E oM CD a� co i co w N M ti 00 CD s U M Packet Pg. 1185 16.E.5.a SCHEDULEr C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents, If CONSULTANT has any self -insured retentions or deductibles under any of the below listed, minimum required coverages, CONSULTANT must Identify on the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations, All self -insured retentions or deductibles will he CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for riot less than the limits specified herein or required by law, whichever is greater, 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of Insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, If requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been glven to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. Ali insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, 6, The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement, 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8, Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at Its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such casts within thirty (30) days after demand, Page 27 of 115A Pixel 7'cm Continuing Caniruot 20 17.009 Var.l G", Packet Pg. 1186 16.E.5.a the COUNTY has the light to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall It be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such Insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? © Yes ❑ No Workers' Compensation and Employers' Liability lnsurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Ag reement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than, a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work, required by this Agreement? 0 Yes X No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes d No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement's N❑.. Yes ❑ No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Properly Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Wage 28 of 33 PBA nixntl Term Continuing Catttrnct 2017A09 VCr.! Ao Packet Pg. 1187 16.E.5.a maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $_2,000.000 aggregate, B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you," Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self -Insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same Insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage small be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes % No 16. Aircraft Liability coverage shall be carl-ied by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes ❑E No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? 0 Yes ❑ No Business Auto Liability: Coverage shall have minimum limits of $1,000 000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Nan -The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes Q No Saga 29 of 13 PSA Fixed "rcilri Cnntimlirlg Conirnct M9.0tl9 Ver.l 1� Packet Pg. 1188 16.E.5.a Technology Errors and Omissions Insurance:. Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ❑ Yes W No Cvber Insurance: Coverage shall have minimum limits of $ 20, UMBRELLA LIABILITY, Per Occurrence A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B, The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of clairns, the Umbrella policy will "drop down" to apply as primary Insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? A Yes ❑ No A. Profess lonal Liabdlit : Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement, CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sale responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY, D, The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy, CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements Issued or to be issued on the policy If requested by the COUNTY. Page30 or33 PSA Fixed Term L'o"iinui"g Contraet 2017.009 Ver.l Packet Pg. 1189 16.E.5.a 22. VALUABLE PAPERS INSURANCE. in the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23, PROJECT PROFESSIONAL LIABILITY, A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use Its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maxiMUM credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy Underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project -specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self -insured retention and the risk of uninsured or underinsured consultants. 13. The CONSULTANT agrees to provide the fallowing information when requested by the CCUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews, 2, Current policy limits. 3, Current deductibleslself-Insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional Insurance as a percent of revenue, 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Cant[nuirzg Cantract Z017.009 Vcr.1 t"rl O Packet Pg. 1190 16.E.5.a ❑ this schedule Is applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno Inc. (company's name) hereby certifies that wages; rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library Civil Engineering Category "project is accurate, complete and current as of the time of contracting. BY: 01 TI f LE: X"ocr'.� DATE: Pflbe 32 of 33 PSA Air ld'roran Continuing Conlrnct 2017,009 Var.I Packet Pg. 1191 16.E.5.a SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) N following this page (pages 1 through 9 ) ❑ this schedule is not applicable Page 33 nF33 1}3A [nixed inn Continuing Contract 2017.009 Vert Packet Pg. 1192 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY f UELIC ASSISTANCE This project activity Is funded in whole or in port by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project Include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR Is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive orders: The Sub -Recipient (County) agrees to include In the subcontract that (1) the subcontractor is bound by the terms of the Federally -Funded Subaward and Grant Agreement, (it) the subcontractor is bound by all applicable state and Federal laws and regulations, and (III) the subcontractor shall hold the Division and Sub -Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specilically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: n 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R, Fart 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any Information required to comply with the grantor agency requirements and regulations pertaining to reporting. It Is important that the contractor Is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain Information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA ,Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed tinder the contract. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s)1 logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval. No Obligation by Federal Government: The Federal Government Is not a party to this contract and Is not subject to any obligations or Ilablllting to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.G. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. nAO Packet Pg. 1193 16.E.5.a EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards; The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained In the state energy conservation plan Issued h7 compliances with the Energy Policy and Conservation Act. Termination. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole Judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against tho County shall be limited to that portion of the Agreement Amount darned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, Including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made tinder a Contract or Agreement: if the Federal award meets the definition of "funding agreement' under 37 CFR §401.2 (a) and the Countywishes to enter into a contractwlth a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any Implementing regulations Issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (li) Meeting contract performance resqulrements; or (iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, htt s: /www.e a. 0 mm1r,om ehensive- requrement- uidellne-c - ro a Suspension and Debarment: (1) This contract Is a covered transaction for purposes of 2 CY,R, pt. 180 and 2 C.F.R. pt, 3000. As such the contractor Is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180,995), Or its afflllates (defined at 2 C.F.R. § 180.9C5) are excluded (defined at 2 C.F.R. § 180,940) or disqualified (defined at 2 C.F.R. § 180.935), (2) The contractor must comply with 2 C.F.R. pt, 180, subpart C and 2 C.F,R. pl. 3000, subpart C and must Include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County, if it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C,KR. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedles, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to damply with the requirements of 2 C.F,R, pt, 180, subpart C and 2 C,F.R. pt. 300o, subpart C while this offer Is valid and throughout the period of any contract that may arise from this offer, The bidder or proposer further agrees to Include a provision requiring such compliance in Its lower tier covered transactions. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200,321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever ossiLla. (b) Affirmative steps must Include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation llst% (2) Assuring that small and minority businesses, and women's huslness enterprises are solicited whenever they are potential sources; EXHIBIT I - 2 rc.k Packet Pg. 1194 1 ti.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feaslbe, Into smaller tasks or quantities to pormlt maximum participation by small and minority businesses, and women's business enterprises; {4) Establishing delivery schedules, where the reguirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as ro riate, of such organizotions as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.r.R. Part 60, all contracts that et the definition of "federally assisted construction contract" In 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.r.R, § 60- 1.4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orlentation, gender Identity, or national origin. The contractor will take affirmative action to ensure that applicants are employod, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gander Identity, or national origin. Such action shall Include, but not be limited to the following, Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, In all solidtations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. Ill, The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances In which an employee who has access to the compensation Information of other employees or applicants as a part of such employee's essential Job functions discloses the componsation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an Investigation, proceeding, hearing, or action, Including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish Information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency coniracting officer, advising the labor union or workers' representative of the contractor's commitments under sect{on 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment, V. The contractor will comply with all provisions of Executive Ardor 11246 of September 24, 1965', and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I - 3 -- ( C11 t, �)) - Packet Pg. 1195 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulatlons, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulatlons, and orders. VII. In the avant of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulatlons, or orders, this contract mey be canceled, terminated or suspended in whole or In part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized In Executive Order 11246 of September 24, 1065, and such other sanctions may be imposed and remedies Invoked as provided in Executive Order 11246 of September 24, 1965, or, by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law, Vill, The contractor will include the provisions of paragraphs (1) through (8) In every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes Involved in, or is threatened With, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the Interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701.3708) (over $100,000); Where applicable, all contracts awarded by the solicitor In excess of $100,000 that involve the employment of mechanics or laborers must Include a provision for compliance with 40 U,S.C. 3702 and 3704, as supplemenked by Department of Labor regulatlons (29 CFR fart 5). (t) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or Involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek In which lie or she is employed on such work to work In excess of forty hours In such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked In excess of forty hours In such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United Stator, (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be ledwith re pect cleu to each Individual laborer or mechanic, including watchmen and guards, employd In violation se sot forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such lndivldual was required or permitted to work in excess of the standard workweek of forty hours without payment or the overtime wages required by the clause set forth in paragraph (1) of this seal❑n. (3) Withholding for unpaid wages and Iiquidated damages. The (write In the name of the Federal agency or the loan or grant recipient) shall upon Its owl' action or upon written request or an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same~ prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which Is held by the same prime contractor, such sums as may be determined to ba necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided In the clause ,at forth in paragraph (2) of this section. FXHIDIT I.4 Packet Pg. 1196 16.E.5.a EXHIBIT 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts. The contractor or subcontractor shall Insert In any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to Include these clauses In any lower tier subcontracts_ The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses sot forth In paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless 01herwise provided in this contract, all claims, counter -claims, disputes and other matters In question between the local government and the contractor, arising out of or relating to this contract, or the breach of It, will be decided by arbitration, if the parties mutually agree, or In a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Glean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional office, (4) The contractor agrees to Include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA• Syrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 i_i,S.C. § 1352, Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such dlsclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List These who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract in provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit raids an leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity In excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list, Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. inspector General Cooperation: The Parties agree to comply With Sactlon 20.056(5), Florida Statutes, for the Inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florlda Statutes. Record Rotentlon - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of of least five (6) years after flnal payment is made and shall allow the County, FDFM. or Its designee's access to such records upon request. EXHiBIT I - 5 C',t r ) Packet Pg. 1197 16.E.5.a Coltlor County Bollaltallen 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If the vendor suhcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval, The vendor agrees to Include In the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (it) the subcontractor is bound by all applicable state and federal laws and regulations, and (III) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing Its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm. I acknowledge, the grant requirements identified in this document. Cardno, Inc. Vendor/Contractor Name Date Authorized Signature fxl�iai°r l - � 11 M2018 12:57 PM (� ] p- sc Packet Pg. 1198 16.E.5.a EXH191T t FEDERAL, CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, IMELIQ1131�17`Y and VOLUNTARY EXCLUSION Contractor Covered Transactions (I) The prospective subcontractor of the Sub-raulplont, Collier County, cortifles, by subrntsston of this document, that neither if nor Its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation In this transaction by any Federal department or agency. (2) Where the Sub-reclplent's subcontractor Is unable to certify to the above statement, the prospective Contract shall attach an explanation to this form. CONTRACTOR Cardno, Inc. by: Steven P. Howarth, PE , Vice President Name and Title 380 Perlt Place [3oulevard Suite 300 Street Address Clearwater, FL 33759 clty, state, Zlp 07-PP-16, DUNS Number Sub -Recipient !~dame; Collier County Board of County Commissloners EXHIBIT I - 7 r:, Packet Pg. 1199 16.E.5.a EXHIBIT I FEDERAL. OONTRACT PROVISIOMS AND ASSURANCES COGUFR COUNTY ANTICIPATED 015ADVANT:4GE0, MMOMTY, WOMEN OR VETERAN PARTICIPATION STATEMENT Srnuswill baVariiied, unvoriiaL[eThtuyesyidlIRQUIru040opumEEo41hrrrpr"itansniadswernpntarprovldiiFawcedoarmontErOnthrwlldamsa statul, A.; PHIMEVEN6ORjC( ti 1FFt C-Mik'INF.ORMAMON PµIMie NAME PRIME POD HUMM CONTPACT POLLAft AMOUNr CArdno, Lic, 45-2663666 iST11CFAMEARMIUA-CUME00L5ADVAlttA1;Ea- yETEWI V @ STHtkCT1V17YorTmscaNrltALT— mitloanyORVILTAIENOUSI)IMSENTERDIBEF Daei Y t; WNSTRUCTIClrlI Y Q {oaEJI.iLFjYIpFj OR HAVE A5MM1a1WVANTAGW Mg12 Y (2) CorW+LYATION? 12) N 0U5lIIt55gk CERyLFIPATTON FROAITIir SMAtL PIASINFL4 ADMIFllSTRAT10NT ASPHVICEtlIShLIEnVETtA411r WHO Y 0 cm]:RP Y k WD RAi Y & Lr7T115su9n FnrlARrVlstorl? Y IrVkS REWBIONNUM1a'C id.f>hRfhRl"4FMSsuilCQ�ik cir6aact mippCIE'i[V1F1'OJ A0MWVANTAG.EDMINORITY, WONIEKLOWNEQ,SMAU Eii15WESfi VIE`CEf AN, PHI ill; IS TO C1 MPLM T114- NE,KT SECTION olSE M/Wae SUa%VNTRACTLIRORSUPPGIEA •tyPt:OK W 3" Z .R E7tiHICETY1XyUE SUpJ5UP441En PEAGeNC OF Co VCIrRdU NAME $PECIALTY S¢aaelo4rj r ikARAMDUEFT 00)FAR fotALS: C. SCCTIONTOIREtLOMPI_EfEDBYPAIMEVENUQR/CONTRACWB NAME OFsU15mi' Ea pp7t Tf UoFSUaMrrrtR Jason Yam 0111712020 Roadway Pratice Group leader RMAILAODRM01-PIUM E 15 9M" TELEPHONE NUMW rAX NUMACR ja8on.Yam@Cardnoxum (727) 431-1617 NPTE; YNIsInfor[ruses! to track and reportnntidpabedDEForM�4psrtldpstlonInFadarallyfuttdedcontracts.11PsantldpatQdUa&n matlanr MaC smoum is vounmry and will not bacolne Tmit of tho cvntrattval k+ m1S• Thb form most be submitted attlmaof raWnso to n tofk[tatluo. if and whonrwprdodaCounty contsact, ilia plimo%%JUheK*adtoupdalatMinfommtIonfor the Grant COMPTISK0'wes. - �.C�bt:Alneriran aA rAmMean HA Am`rlon MA0z"dcJftr NA . nAinarltan SAA cAm211nn APA WOm4n NNW W txtrarnotafanyetherrr listed O, r. , SE 1t)NT0•EE CClMpikTrD 01i cgUJE{I CCII)f'4TY CIEPARThiCHTNAME cakkaRC4NTRACTt..(IMSTVorF GRANTPROGUMNONTUCT RATE ACCEpj�6 sY: EXii01'I-8 Packet Pg. 1200 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION To be submitted with -Bach bld or offeE exc edln 00 00a The undersigned [Contractor) certifies, to the beat of his or her knowledge, that: 1. No Federal appropriated funds have been paid orwill be paidr by or on behalf of the undersigned, to any person for Influencing or attempting to Influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or ari employes of a Member of Congress in connection with the awarding of any federal contfuut, the rna%ing of any Federal grant, the making of any Federal loan, the entering Into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement, 2. If any funds othorthan Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection wish this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- 1-1.,L, "disclosure Form to Deport Lobbying," in accordance with its Instructions. 3, The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (Including subcontracts, subgrants, and contracts under grants, loans, and cooperative agrabments) and that all subrecipients shalt certify and disclose accordingly. This certification Is a material representation of fact upon which reliance was placed when this transaction was made or entered Into, Submission of this certification Is a prerequisite for making or entering Into this transaction imposed ny 31, U,S,C, § 1352 (as amended by the Lobbying Disclosure Act of 1095). Any parson who fails to file the required certification shall be subject to a civil penally of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its cetificafion and disclosure, It any, In addition, the Contractor understands and agrees that the provisiona of 31 U.8.0, § 3801 et seq., apply to this cerflflcation and disclosure, if any. Cardno, Inc. Contractor irm Dame) Slgna ure of Contractors Authorized 'Off lclal Steven P. Howarth, PE - Vice President Name and Title of Contractor's Authorized Official January 18, 2020 _ Date EKKIOIT I - 5 Packet Pg. 120171 16.E.5.a OATE(W71CkIIW2202020 y,♦ �-�) D2 CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE Is ISSUED A$ A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTa UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRAOt BETWEEN THE ISSUING INBURERiSI, AUTHORIZED RCPRESENTATIV12 OR PRODUCER, ANII THE CERTIFICATE HOLDER. IMPORTANT: If the CDriINCaie holder 19 an ADDITIONAL INSURED, that 90114{lus} meal have ADDITIONAL INSURED proviolons or bat andoeSed. IF $UBRDGATION IS WAIVED, i5objeot to the loans and condlllone of that policy, certalA pallvas may regPlra an ondor>sonlanl. A siatamont on t111a Catf11I1Geie door not Confer TI hlm to th0 certlll G04 holdor In lieu at 6UPh an Ocrata un7lis . d) 31 PnCOUClR %FIG, Aon R15k Services Southwest, Inc• o_Exlh LSrsn+) Z83-Y122 ��.Ne.0 (804) ]G3.0105 NDdstan 7X Office 5555 San Felipe Q�. ROOflcEa: suite 1S00 Houston TX 770$6 USA INALFREP151ApFOR014000VERA6E NA144 INAURRO IN9ulIfiRA; Zurich American zns co 16535 Cardno USA, Inc. INsuReRe, American Guarantee & Liability Ins Co 26247 10004 Park Meadows Drive INauReRc1 Lex ngton insurance canlpany 19437 Suite 300 Lone Tree co 5012ll USA INSURERar xronshore Specialty Insurance Cohlpany 25445 INSUREREI A3G Australia Limited 0972F1 INSURER PI COVERAGES CERTIFICATE NUMBER; 570080484657 REVISION NUMBER, THIS IS TO ctrR11F'Y THAT THE POLICIES OF INSURANCE LWED SULOW HAVE BEEN 1513L1ED TO THE INSURED NAMED ABOVE FOR T01E POLICY PERIOD ANY TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO V*-1ICH ?HIS INDICATE). NOT WITHSTANDING #TEQVIRCMENT. BY THE POLIGIF.s or -SCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFIGATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AF:FOROE'D shown are as repueetod TYPE OF INSURANCE COMMzRCIAL GENERAL 1JAeµlty CLN M e•MAO£ Fxl OCCUR UEN•LAGGREGAle LIMITAPPLIE9 PER J -1 POLICY X PRO' LOG OTHkri A AuioMODILELMNILITY x AMALITO o", SCHLOULED AUTLM ALJTOGONLY HIP&QAVIMS NON-0Y1NEO AUTOS ONLY ONLY U R UMBAPLLAUnit x OCCUR ExCRRSLIAN %JM0,WE 47- 111;1"14N A WORKeaaCOFIPEN9A114NANO EMPLOY!"&'LIABILITY YIN AIryPROPRILIORIPAaTNERi N ExKLRIVE OPFICRR++IEAmER orf In N�H�I,I IIIIMIy4IH10 Oe3�HIftl14M 4P �PERAl1oNe aelew o Arcll1t4Enq Prof WA r4LIPY NUNnER RAP Claims Made 021 LIMIT& EACH 4CPUnRENCE I 3I 1 000 r ODO pRl'iAlsestEAelcmrencej S11000,000 MEDOW [AnY qhd P&MA) $10 , 00D PERSONAL a NOV INJURY S1 , 000 , 000 6ENERALAOoM9aATE $2.01?0,400 PFIODUGYE-COMPMP 440 S2,000,000 SUMa1NeO aINOLELIMIY IEA LSNdemt 31, OQg,000 guNi-10 INJURY (Per p--h) aDDI LY INJURY (F'v7 eddtldAl) PROPERTY VAMAdL' {Pa—dduldj I EACHPCCURRENCE I, ODD,000 AMREUATE $1, gOO, OOO j X PERSIATiJTE �Ii• E.L. EACFIACCQENT S1,000, 00O EMI, PIERA9E-EAEh1PLOYEE S11000,090 [.L DISEAEE,POLIGY LIMIT Each claim A991'ega'te $1,000 ODO SI,000,N $1,000,000 d4LCAIPTION of CPeRAllOf14I LflCAfLON8 f YEHICIeg {ACORO 141, Addlpon.I Reh1n1ML BeNeeule, mey Nu +luehnd N mnr•+plea H ngmreal with respects to p❑licy number PSUEF19O043D and 03OQDI81271 ADn Risk Solutions 4U.5.) is generating and distributing this certificate in an administrative capaclt Agri Risk Services Sydney Australia is that rgkser far the defined policy. RE' For a and all work performed on behalf of collier county. collier county Board of County commissioners, of Board of county commissioners in Collier Countys or Collier County Government, or collie,' county tre inclucf d as Additional Insurnd in accordance wit �r the p01iCy pl-gV15ions of the General LlabilitY and Auto111f;J a I.iariility n6l�cies. Gene'" 1 !lability and AutomDlJi1R Liability policies evidenced herein are Primary And Nan -contributory to other insurance iabillab1e t0 do Additional Insured, but only in accordance with the policy's provision. should General Liability, Automobile Liability and Workers' CERTIFICATE HOLDER CANCELLATION OAT! THEREOF, 00110E WILL REQ PIVEREDICANCELLED EJIPI"nTION N ACCORDANCE M(H EHEPOLICY FabVISIDN;, collier county Board of county M1NTMPRItrn nkpHaeeNfATNR conunissionel'S 329SNap! s FL 34 Trail E. r Naples FL 34112 USA �-Q ',,illw 1 @N8a84015 AGORA CORPORATION. All Aphis roserved ACORO 25 (2016103) The ACORD r1Gm4 and [ago are regletared nLarks of ACORD r Q Packet Pg. 1202 16.E.5.a AGENCY CUSTOMER ID. 570400051836 LOC #; ADDITIONAL REMARKS SCHEDULE page _ of A�l:N6Y WWED INUVRE° AOn RiSk Services southwest, Inc. Cardno U5A, Inc. see Certificate Numbe 570080489657 CARRIEV NAICCOO£ see Certificate Numbe 570UB0489957 FkGTlva°n,E' I ACORO 101 (7009101Y _- Tlm ACORD nama and Io114 a,d fngm(nrod marke of ACPRD Packet Pg. 1203 16.E.5.a 'u ADDITIONAL pOPNCY Aan tusk services southwe5t, Inc. POLICY NUNLUER See Certificate Numbe 570090499857 vppl iEn see certificate Numbe 570080489857 AGENCY CUSTOMER W; LOC Ot REMARKS SCHEDULE R"IEO INWArp Cardnc USA, Inc. NAiC CODE EFFECTIVE DATE: AOORD 101 [200841[ The ACOR4 helgo antl logo uo rvplitvfOd Marks al AC41tO 570000051836 Page _ of Packet Pg. 1204 16.E.5.a AGENCY CUSTOMER ID: 57000005183E LAC N; 141�131`° ADDITIONAL REMARKS SCHEDULE pacp - of - AGENCY NAMEn INAIACD Aon Risk Set-viteS Southwest, Inr,. cardne USA, InC. P0LIDY NI M IVER See Certificate NUmbe 570080499857 CARRIER IJA1c CdIIL' See certificate NUmbe 57QG8O489857 FPFELUJIll+ DATE: g 21I nR AL(Jrf V Uumr VHPRVrn• no TIVIII• r..a•r��• ACORP IQ] J106CIO I I 'Flee Acono mina aqd lepn oro ronlilnro4 mnrkm of ACORn Packet Pg. 1205 16.E.5.a Exhibit "A-2" Agreement No, 18-7432-UP TO FOLLOW THIS PAGE Page 6 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -EV. -RB, Packet Pg. 1206 16.E.5.a PROFESSIONAi- SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) ■❑ C C NA ❑ NON-GGUA Contract # 18-7432-UP for "Professional Services Library Utility PlantJRemote Site En ineerin THIS AGREEMENT is made and entered into this Sip day of � , 2020 by and between the Board of County Commissioners for Collier Coup y, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardna inc. authorized to do business ire the State of Florida, whose business address Is 10004 Park Meadows Dr. #000 lone Tree CO 80124 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and © WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and A WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTiCLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Selvices authorized by written Amendment or Change Order as hereafter provided, 1,2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as�needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA I%Ixed Tenn Continui11B Contract 20i 7.007 'Vcr,2 Packet Pg. 1207 16.E.5.a 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described In a Work Order issued pursuant to the procedures described herein. The farm of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, Includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each Individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. Q Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended, 1.4. 0 (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS, All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position In the rotation. c. As each work assignment is Identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative AgenVProject Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfuily negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form, A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative AgentlProject Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will he based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA pixrd'fcrm Centinui:,g Conlroe1201 7.009 Yet.2 T�t Packet Pg. 1208 16.E.5.a 1,4.1.1 Professional Services Libra — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select .a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. I.S. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.M The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, It shall employ anchor retain only qualified personnel to provide such services to the COUNTY. page 3 of 33 FSA Fixtd Term Canlirpuing Conlroct 2017 Q09 Ytt.2 `C:eLi1 Packet Pg. 1209 16.E.5.a 1,12, The CONSULTANT designates Thomas Nocgaj, PhD, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order, The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order, CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be Immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsuitants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be Immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt payment Act (218,735 and 213.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone, (239) 26M383 Page 4 of 33 p8A P{Ked Tom Continuing Cpnugot 2017.009 V00 .Y Packet Pg. 1210 16.E.5.a The Contractor must specifically comply with the Florida public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records In possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records, All records stared electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that Is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.15. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. page 5 of 33 pRA Fixed'rerm CCnI{nuinK Contract 2077.409 Ver.2 Packet Pg. 1211 16.E.5.a 1,17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CON8ULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NA❑ 83190). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i,e. right-of-way - ROW, centerlines CL, edge -of -pavement - EOP, etc.), and adhere to Industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2,1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Worts Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized In the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services, With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (1) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order, 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- elght (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order, Palo 6 of 33 P$A Fixed Tenn Caminuing Cenlcecl 2017,UD9 Vot.2 Packet Pg. 1212 16.E.5.a ARTICLES THREE THE COUNTY'S RESPONSIBILITIES 3.1, The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or Instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever; a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth In the Work Order. 3.2. The Project Manager shall; a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Cervices specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be In a form and content satisfactory to the COUNTY, Services to be rendered by CONSULTANT shall be commenced, Pagn 7 of 33 PSA Fixtd Tenn Cantinlring Contrnat 2417,009 Vee.2 CID Packet Pg. 1213 16.E.5.a performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2, Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or In part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion, 4.4, Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSI iLTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (_L__) additional one (� ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the CCUNTY`s intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 39 FSA Fixed Term Continuing Contract 2017.009 Ver.2 .� Packet Pg. 1214 16.E.5.a ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and MateriaW The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours limes hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified In paragraph 5.1 above. ■❑ Grant Funded: The hourly rates as set forth and identified in Schedule B. Attachment 1, state Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1 _ Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and Internal use. 5.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, Irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 003 PSA Fixed 7arsn Ctnslii+{+ing Ca+trxct 2017.009 Vcs•.2 Packet Pg. 1215 16.E.5.a consents to the COUNTY's use of the Project Documents to complete the subject project or task foilowing CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1, The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNiFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabiiities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph, This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article S is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises imn7ediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action agalnst the COUNTY or an Indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to Is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Page 10 of 33 PSA Fixed Tenn Conlinuing ConRroel 2017.009 Var.2 1� (:A 0 Packet Pg. 1216 16.E.5.a ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, Insurance of the types and in the amounts set forth In SCHEDULE C to this Agreement. 92, All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies, 9,3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2, Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4, The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Glass Vl" or higher. 'age 11 of 33 MA Find Tcrm Conlinuiug Gonlracl'1017.n09 YCi.z Packet Pg. 1217 16.E.5.a ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANTSs own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as Independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3, The CONSULTANT is liable for all the acts or omissions of Its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently Issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractorto enter Into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing In this Agreement shall be construed t❑ create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1, The CONSULTANT's acceptance of final payment for Services provided under any Work order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of ,this Agreement and identified by CONSULTANT in Its final invoice for the subject Work Order as Page 12 of 33 F5A Fixed'rerm Consinuing ContrnCl 2017.049 Vnr.2 Packet Pg. 1218 16.E.5.a unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATiON OR SUSPENSION 12.1, This Agreement is a fixed term contract for the professional services of CONSULTANT, It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (ag) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2, The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth In this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, In whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT" provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, togetherwith any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, Including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible, 12,5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth page 13 of 3 NSA Fixed'1'arm Canlinuing C4]Ilraat7.017,009'YCr.2 [Ak7 Packet Pg. 1219 16.E.5.a and described in this Agreement, including those described in Article 6, that are, In CONSULTANT's possession or under its control wising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. if all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (1) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth In the Work Order or such other time as required by Florida's Prompt Payment Act or (11) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's 'intention to stop performance under the applicable Work Order. if the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. 9 CCNA_ Projects:_ In accordance with provisions of Section 287.056, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Ngo 14 of33 P$A Fixed Term Conlihuing CanlreCt 2417.409 Ver,2 Packet Pg. 1 071 16.E.5.a or non -current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or Indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2, In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address; 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM, Evelyn Colon Telephone: 239 252-2667 E-Mails): Evel n.Colon colliercount fl. ov Page 15 of 33 PSA Fixad'Tnrm Continuing Fwmdract 2417.044 Vcr.2 Packet Pg. 1221 16.E.5.a 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made In writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT`s address of record: Company Name: Cardno Inc. Address: 1821 Victoria Avenue Fort M ers EL 33901 Authorized Agent: Douglas Stolcer P1= Attention Name & Title: Thomas No ai PhD P.E. Telephone: 239 337-333Q E-Mail(s): Doug. Stoke r card no.comlthomas.no lai@cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2, No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3, This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement, 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 F>SA Fixed Tenn Continuing CanrruGk 2(}11009 Vera. f ({ 111 Packet Pg. 1222 16.E.5.a 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein' Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C Schedule D INSURANCE CCNA Fro acts; TRUTM IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432- UP , including all Attachment(s), Exhibits) and Addendum/Con5ultant's Proposal 17.1 p, Q Grant Funded Pro acts: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement, To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation tinder the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. A29licability. sections corresponding to any checked box (■) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEIVIENT/PUBL.IC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. X At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiatlon Certificate Identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, page 17 of 33 P3A Pixed'1'erm ContintiinnC0rrlract xttil7.Op9 Vtr.2 (r911C Packet Pg. 1223 16.E.5.a shall be adjusted to exclude any sums by which the COUNTY deterrnInes the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as Follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a laid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DiSPidTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into tlils agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 PSA Fixed Tr•rm Continuing Conttuol20k`7.449 Ver.2 Packet Pg. 1224 16.E.5.a comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page D of 33 PS Fixed Term Cnptinuing Cantnia! 2417.009 Vcr.2 Packet Pg. 1225 16.E.5.a III WITNESS WHEREOF, the parties hereto have exemsted this Professionsl Services Agreement the day Find year first written above. ATTEST: Crystal K. Kinzel, Cleric of Court & Comptrpilaf "f . ,l�ktest'���o Chainitart's pproved as t rm nd egality: County Attorney Name a Witnesses, witness` Y„ r. Name and Title ame and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Burt L. Saunders , Chairman Consultant: ardno, Inc; By: Name Title Page 24 of 33 PEA Vixed Tartu Continuing Coutmd W.009 Var. c ui m a) c r N C O U v a� O 0 U c d E d L Im a O a a N U �a Cn i Cn w U N M Iq rr 00 c as E U 2 Y Y Q Packet Pg. 1226 16.E.5.a SCHEDULE A WORK ORDER Contract 00-0000 "Name of Contract" Contract Expiration Date: , 20— This Work Order is for professional (describe) services for work known as; ProjuCt Name: Project No: Tile work is specified in the proposal dated , 20 _ which is attaolled hereto and made a part of this Work Ordcl% In accordance with Terms and Conditions of the Agreement veforoneed above, this Work Order is assignod 10, Name of Firm Scope ofWork:. As detailed in the attached proposal and the following. * Task I - * 'rusk 11 * Task III Schrdule of Words Compietowork within days from the date of the, Notice to Proceed whiclt is accompanying this Work Order. Thu Consultant agrees that any Work Older that extends beyond the expiration data of Agreement It 00-0000 will survive and retnain subject 10 the ternis and conditions of that Agreement until the cosnpletion or termination of this Work Ordw, Cam ensnti it, accordance with the Agrecincrit referenmA above, the County will compensate the Firm ill accordance will following method(s): [Negotiated bump Sum (NLS) ❑Trump Slue Plus Reimbursable Costs (1,S*RC) []Time & Material (T&M) (established hourly rate — Schedule A) ❑Cost Plus fixed Fee (CETF), (define which method will be used for which tasks) as provided in the attached proposal. PREPARED BY: APPROVED BY. APPROVED BY; Task 1 $ Task TI $ Task In $ TOTALfEE S Name and Title Date (Dt:pt Name) , T)ivision Director Date type name, Department Head Date By the signature below, the Firm (including employees, officers an(lar agents) cerliries, and hereby discloses, lhet, 10 the bast of their knuwledgts lad belief, all rclavon[ fnote oonoeming past, present, or mirrenlly planned interest ar eCt'Ivity (finAnclel, conl(atainal, orgttnitAtional, 61-0lherwisc) which rclnle,9 to the proposed lvork; rind beer on whenrtr the Firm hus a potential conflict have been tally disclosed. Additionally, the Finn agrees to notify the proeurerrlcnt Director, in writing within 48 hours of learning of any actilbl or potential conflict of interest that arises during the Work Order altdlor project duration. ACCEPTED BY: (Firm Name) Name &'Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contraal 2417 444 Ver,4 _ 6. Packet Pg. 1227 16.E.5.a SCHEDULE B BASIS OF COiVIPENSTATION 1, SERVICES. B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 13.1.1.1, The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. 8.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order, Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 13.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby. In accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1, Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the: COUNTY. B.2.2. payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of °laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 P5A Fixcd'I'orrn CasilinuinP ContrstGt 2017.009 Vcr.2 Packet Pg. 1228 16.E.5.a 13.2.3. Far the Services provided for In this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. 8,2.4. [l Time and Material Fees; Direct Labor Costs mean the actual salaries and wages (basic, premium and Incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY, There shall be no overtime pay without the COUNTY's prior written approval. 6.2.4,E . For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNiY's prior written approval. 6.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. N❑ Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle, Among other things, the report shall show all Service items and the percentage complete of each Item, There shall be no overtime pay without the COUNTY's prior written approval, B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. 8.27. Unless specific rates have been established in Attachment 1, attached to this Schedule 6, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and Page 23 of 33 PSA Pied Term Conlirluigg Contrent 2017.049 Ycr,2 cc, Packet Pg. 1229 16.E.5.a rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such Form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) Invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted In a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. 1321 D. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE gXPI=NSES 13,3,1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 13.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 13.3.3, The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted In the Work Order and in accordance with Section 112,061, F.S,, or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate seta at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY, Such expenses, if approved by the COUNTY, may Include coach airfare, standard accommodations and meals, all in accordance with Section 112,061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 6.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY, Page 24 of 33 t'SA I'ixcd Tonn Conlinuing ConUaat2417,009 Vcr.2 Packet Pg. 1230 16.E.5.a 5.3.3.4_ Permit lees required by the Project. 5.3.3.5. Expense of models For the COUNTY's use, 5.3.3.6, Fees paid for securing approval of authorities having jurisdiction over the Work order required under the applicable Work Order, 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 PSA Fixnd Term Continuing Contract 2017.004 yar,2 UA Packet Pg. 1231 16.E.5.a SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title.. -J_~ Principal ,lnr Prolect Manager Senior Engineer Engineer Senior Inspector Inspector Senior Planner Planner Senior pesl ner _ Designer Environmental Specialist Senior Environmental Specialist Sclentist/Geoln ist _ Senior Sclentist/Geologist Marine Biolo i§t dra eola ist Senior Marine Biologist/ jdro eola Senior GIS Specialist GIS Specialist Clerical/Administrative Senior Tech niclan Technician Surveyor and Mapper CADD Technician Survey Crew - 2 man Surve Crew - 3 man Survgy Crew - 4 man Senior Architect Architect st ` Hourty Rate _ 201 165 $175 $136 $117 96 $164_ 130 128 109 $120 $156 $115 $156 _ $133 $149 102 ;83 142 a95 152 185 216 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. ■ Grant Funded. The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Find Tenn Conlinuing Contteet 20Y7.1749 Ver.2 _ vi m as CO aM 0 c) U CD CO 0 ci 0 0 L) d d d as a 0 Q. oM CD N CO i w v N M ti 00 d s 0 Packet Pg. 1232 16.E.5.a SCHEDULE G INSURANCE COVEPAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of insurance Services Office (iSO) forms and endorsements or their equivalents. If CONSULTANT has any self -insured retentions or deductibles under any of the below 4Isted minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -Insured retentions or deductibles will be CONSULTANT'S sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the Insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation,,non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5, All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of ally Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement, 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such Insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8, Should at any time the CONSULTANT not maintain the Insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT falls to reimburse the COUNTY for such costs within thirty (34) days after demand, Pago Z7 of 33 !'SA Fixcd Contrnot 2417,004 yer.2 Packet Pg. 1233 16.E.5.a the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement?❑ Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida, The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $1 oo0 0Q0 for each accident, The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. X quircd by this Agreemezit7 []Yes 9 No 12. Maritime Overage (Jones Act) shall be maintained where applicable to the completion of the work, Required by this Agreement? ❑ Yes N No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? 4 Yes ❑ No A, Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and products and Completed Operations Coverage. Products and Completed Operations coverage shall be I'age 28 (if33 RSA Fixed Temi Continuing Cantmcl 20 17.0U9 Ver.2 Packet Pg. 1234 16.E.5.a maintained for a period of not less than five (6) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following'. Coverage shall have minimum limits of $1,000,000 Per Occurrence, $ 2 000 000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE. applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self -Insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and noncontributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor Is required to meet. 16. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes ❑M No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? 0 Yes [] No Business Auto Liabillit Coverage . shall have minimum limits of $1 000 000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? E] Yes A No -Page 29 of 33 P8A Fixed Term Continuing Canlrucl 2017.009 Ycr,2 Packet Pg. 1235 16.E.5.a Technology Errors and Qmissions insurance., Coverage shall have minimum limits of $ Per Occurrence. 19, CYBER INSURANCE. Required by this Agreement? ❑ Yes FW1 No C ber Insurance: Coverage shall have minimum limits of $ Per Occurrence 20. UMBRELLA LIABILITY, A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis, S. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL. LIABILITY INSURANCE. Required by this Agreement? Q Yes ❑ No A. Professional Liahilit : Shall be maintained by the CONSULTANT to ensure Its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance, Such insurance shall have limits of not less than $1,000,0_ 00 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The pciicy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter, CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. in the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. page 30 of 33 PSA FixedTann Cvrllinuing CmLUeet 7017,404 ycr,2 Packet Pg. 1236 16.E.5.a 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents In an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23, PROJECT PROFESSIONAL LIABILITY, A If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's Insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy, if no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project -specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self -insured retention and the risk of uninsured or underinsured consultants, B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: I . The date the professional liability insurance renews. 2. Current policy lirnits. 3. Current deductibleslself-insured retention. 4. Current underwriter, 6, Amount (in both dollal-s and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C, if the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 P51t Fixed'furm Cantinuhtg Conttuct 2017.009 yer.2 Packet Pg. 1237 16.E.5.a © this schedule Is not appilcpble SCHEDULE Q TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Compelltive Negotlatlon Act, Sectiurr 287,055, Florlda Staiutes, CardnQ Inc, (carnpany's name) hereby ce"alfias that wages, rates and other factual unit casts supporting the cotnponsation for the services of the CONSULTANT to be provided under the Professional Services Agreement' concerning 11 f rofesslonal Services Libre Utlli PlanVRemote Site Enginaerin� _ project is accurate, complete and current as of the time of contracting. WZIF400-1 DATE: / A-A4 " 2,0 Pogo 32 003 PSR rrixad nrm Cnnt[auing Cantina 2417A04 V0.2 C�13 Cl Packet Pg. 1238 16.E.5.a SCHEDULE E Other; Federal Contract Provisions and Assurances (Description) [] following this page (pages through 9 ) this schedule is not applicable Wage 33 of 33 PSA iztixsd Tarm continuing ConUact 2017.90) Vor,7. (I- 'Do Packet Pg. 1239 16.E.5.a EXHIBIT I FEDERAL_ CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded In whole or In part by the Federal Government, or an Agency thereof, Federal Law requires that the Applicants contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compllance with Federal Law, Regulations and Executive Orders: The Sub-Reciplent (County) agrees to include in the subcontract that (1) the subcontractor Is bound by the terms of the Federally -Funded Subaward and Grant Agreement, (11) the subcontractor is bound by all applicable state and Federal laws and regulations, and (lii) the subcontractor shall hold the Division and Sub-Reciplent harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be respons}ble for being knowledgeabia and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: o 2 C.F.R. part 200 Uniform Adminlstrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Belief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq,, and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any Information required to comply with the grantor agency requirements and regulations pertaining to reporting. 11 Is important that the contractor Is aware of the reporting requirements of the County, as the Federal or State granting agency may require the o tr tor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions, (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. OHS Seal, Logo, and Flags: The contractor shnil not use the DHS seal{s), logos, crests, or reproductions of flags or likenesses of IDHS agency officials witheut specific FEMA pre- approval. No Obilgation by Federal Government: The Federal Government Is not a panty to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts; The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EVIDIT I -1 Packet Pg. 1240 16.E.5.a EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan Issued in compllancc with the Energy Policy and Canservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sate judge of nary -performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement; If the Federal award meets the definition of "funding agreement" under 37 CFIR §d01.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "fights to Inventions Made by Nonprofit Organizations and Small guslness Firms Linder Government Grants, Contracts and Cooperative Agreements," and any implementing regulations Issued by the awarding agency. changes: See Standard Purchase Order Terms and Conditions. Procurement of recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timdframe providing for compliance with the contract performance schedule; (il) Meeting contract performance requirements; or (Ili) At a reasonable price. (2) Irformation about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, tt s:llwww.e a. avlsmm/comprehenal_ve- procurem nt- uidel ne-G g- rep grrarn Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt, 180 and 2 C.F.R. pt. 3000, As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R, § 180,995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940.) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F,R. pt, 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must Include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification Is a material representation of fact relied upon by the County, if it 1s later determined that the contractor did not comply with 2 C.F.R. pt. 18o, subpart C and 2 C.F.R. pt, 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer Is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to Include a provislon requiring such compliance In its lower tier covered transactions. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever osslble, (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation 1sts; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are pate ntlal sources; EXHIBIT I - 2 Ok Packet Pg. 1241 16.E.5.a EXHIBIT i FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when econo 'cell feaslble, Into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the reguirament permits— which encourage participation by small and minority businesses, and women's business enterprises; (b) Using the serviced and assistance, as a rpp ogriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60-1,4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the doflnition o "federal) assisted construct'on cot act" in 41 C.F.R. § 60-1.3 must Include the equal opportunity clause provided under 41 C.F.R� § 60-1.4. During the performance of this contract, the contractor agrees as follows, 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender Identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are troated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or notional origin. Such action shall include, but not be limited to the following. Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and sviection for training, Including apprenticeship. applicants The contractor agrees to post In conspicuous places, available to employ ees and employment, notices to be provided by the contracting officer setting forth the provisions of this non dlsarimInation clause. 11. The contractor wilt, in all solicitations or advertlsements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender Identity, or national origin, Ill. The contractor will not discharge or In any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or appllcant or another employee or applicant, This provision shall not apply to instances in which an employee who has access to the compensation Information of other employees or applicants as a part of such employee's essential Job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such Information, unless such disclosure is in response to a formal complaint orcharge, in furtherance of an investigation, proceeding, hearing, or action, Including an investigation conducted by the employer, or Is consistent with the ocntractor's legal duty to furnish information. IV. The contractor will send to each 1w)or union or representative of workers with which It has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment, V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT 1-3 � C:1ti41 Packet Pg. 1242 16.E.5.a EXHisI`t I rEDEftAL CONTRACT PROVISIONS AND ASSURANCES VI, The contractor will furnish all information and reports required by Executive order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting ugency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders, VI1. in the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended In whole or In part and the contractor may be declared ineligible for further Government contracts In accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be Imposed and remedies invoked as provided In Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law, ViII, The contractor will Include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subs❑retractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance; Provided, however, that it' the event the contractor becomes involved in, or Is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the Interests of the United States. Contract Work Hours and safety Standards Act (40 U.S.C. 3701-3708) (over $100,004): Where applicable, all contracts awarded by the solicitor in excess of $1 oo,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 Ul S,C, 3702 and 3704, os supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements, No contractor or subcontractor contracting for any part of the contract work which may require or Involve the employment of laborers or mechanics &uclhvrequireork to r perrork In any excess of laborer or mechanic in any workweek in which he or she Is employed forty hours in such workweek unless such laborer or mechanlc receives compensation at a rate not less than one and olte-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek, (2) Violation; liability for unpaid wages; liquidated damages, In the event of any violation of the clause set forth In paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. in addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed In violation of the clause set forth In paragraph (1) of this section, in the sum of $10 for each calendar day oh which such individual was required or permitted to work In excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the Eden ar grant reclplent) shalt upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withhold, from any moneys payable on account of work performed by the contractor or subcontractor under eany such contract or any other Federal contract with the some prime contractor, or any other federally -assisted contract subject to the Contract Worm Hours and Safety Standards Art, which is hold by the same prime contractor, such sums as may bo determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set faith In paragraph (2) of this section, EXHIBIT I.4 Packet Pg. 1243 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts. The contractor or subcontractor shall Insert in any subcontracts the clauses set forth In paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these Clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or tower tier subcontractor with the clauses set forth In paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided In this contract, ail claims, counter -claims, disputes and other matters In quostion between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act. (over $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations Issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S,C. 1251 at seq, (2) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office, (4) The contractor agrees to include these requirements In each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that It will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to Influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress In connection with obtaining any Federal contract, grant, or 01y other award covered by 31 U.S.C. § 1352. Each tier shalt also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award, Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or an the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, suppller, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000,00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list, Lobbying; No funds received pursuant to t111s Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necassary to carry out his or her duties and incorporate Into all subcontracts the obligation to comply with Section 2.o.055(5), Florida Statutes, Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment Is made and shall allow the County, FDEM, or Its designee's access to such records upon request. EXHIBIT I - 501!] Packet Pg. 1244 16.E.5.a Colllr.r County EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Solicitation 18-7432-Ur' Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the uepartment for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (it) the subcontractor Is bound by all applicable state and federal laws and regulations. and (ili) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreerilent, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing Its work under this agreement. For each subcontract, the Reciplent shall provide a written statement to the Department as to whether the subcontractor Is a minority vendor as defined in Section 288,703, Fla. Stat. On behalf of my firm, i ackltowledge, the grant requirements Identified in this document. VendorlContractor Name Date January 24, 2019 Authorized Slgliature t]ou cardno, Inc. President EXH ISR I - G 12111/2018 0:34 AM Packet Pg. 1245 16.E.5.a Collier County EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions 5ollcllallon 16-7452-UP (1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this document, that neither it nor its principals Is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or ardency, (2) Where the Sub-reclplent's subcontractor is unable to certify to the above statement, the prospective contract shall attach an explanation to this form, CONTRACTOR Cardno, Inc. Dou I Stoker, PE, Vice President Name and Title 1821 Victoria Avenue Suite 1 Street Address Fort Myers, Fl_ 33901 City, State, Zip 07-839-IB83 DUNS Number Sub -Recipient Name'. Collier County Board of COLInty Commissioners EXHIBIT 1I - 7 1211112018 U4 AM Packet Pg. 1246 16.E.5.a Collier County EXHIBIT I FEDERAL CONTRACT PROVISIONS ANO ASSURANCES COLLIER COUNTY Sollcittillon 18-7432-UP ANTICIPATED DiSADVANTAGEn, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT 51atv� will Irk verified. unveriFahle statusas will regUlre the Pffihnf TO elthar pralvde a favlaad ytatefneAt or proOde source documentation thin validates a rratUx. ,4: pIt111AE VE141DA.Rf CCtNTiIi4GTOR INFO. M471Csid PRIME NAME PRIME Fria NUMBER COeItACT DDLLR AMOUFFT erGadno, inc. 46-2663663 t:T�0 be mined IS THE PRIME A FLORIDA-CERTIFIEV DISADVANTAGED. yffEPAy V LS THEACTIVITy Qr THIS CDNTftACT— MIFlDRrTYOR WOMEN Ousilms ENTERPIum 11BL7 Y CONMUCTI0147 Y jDBUMBENAE)ORHAVE AA41A44nISADVANTACED MbE� Y CONSULTAnoN3 Q) N aLISItjPSS EA CERITFICATION FROM YHE SMALL BUSINF55 AOMINISTRA71ON7 ASFRVICEDISABLED VETIMAII? WOO Y ( OTHER? Y QD SDD OA7 v ; 1 IS TM S00hf15539t1 A FutVISION71 Y N rF YPS, RE5n51oPa llUMflEq_ _ 0: IF PRIM£ HAS SU GOtIfITtACit?it 6R SUAPI7Eft Wi'Id IS 401SADVANTAGED MII�RFiITY; WbMENLbWNED, SMALL BUSINESS icmc.Eftfj URSE.RVICE DISABLED VETERAN, PRIME IS TO COMPLETE Tlil5 NIUMSECTION' DBE MjwoE 506toN7TrACTUROrlSUPPtrER TYPECTWORKOR MNICFTYCODE SUB/SUPPLIER rE710EFlfPFCONTRACT YE"FEkAl1 NClawj NAME SPECIAtry S! DMIARAMoUHT OOlIhfLC MNVBE Electrical Design Eledrical HA TI3D ASBDCIat06 Inc. i TOTALS: C. SECTION To DF. COMPI.ETEO BY PRIME VENDORJCONTRACToR.' NAME OF SUIIMrf tilt DACE TTCLE OF 5U U"IFFER — Douglas E. 5toXer, PE January 24, 2019 Vice President EAIA.ILAODRWUFPRIME SUBMIIFTER Yr:LEPHONENUMBET! FAANUMBER doug.stoker@csrdno.com 239.397.9330 23RB72.40915 NDTr: Phis Infcrmatlon Is wad to imic and report amtidprted DOE Or MBE pvniclpailan In fedef2Ilyr-funded Contracts. she anNop:ted OSE ar MOP amount Is voluntary and WIll not bKome part of the contmctual terms. lids O'n" mutt be suwrtted ut time of tliponsR to a sotkltatlon. K and Whenrwmrded ,County cantr7et, the pdrnit-Mil he asked IO update the warmailoo for the grant compliance files, niarkAmetimn 04 lit anlcAnwicah HA Ttbtiv htnaripm NA' Subc(nt.AshnAnkrican SAA Afba-PacifiCAmmican APA NOn4AInoth Vd°mnn NKFW BtlKr:nntalanyaLlroergrwsAftTtad �' Q. SE61 N TO BE COMPLETE) I3Y COLLIER COUNTY ❑i:NAlITT7fENTrrAMI: ORUIERCDIFTRACra 1rBIPFPorPAAE GRAFFTPROGRAMIOPFFTRACT dAT>E ACCEMD by. ExMIRIT I - 9 12/11/2016 9:34 AM p, 24 Packet Pg. 1247 16.E.5.a C01101, Ocninly EXHIBIT I FEDERAL CONTRACT PROVISIONS ANO ASSURANCES LOBBYING CERTIFICATION Yd be submitted with each bid or, offer exceadin 100 00-Q The undersigned [Contractor] certifies, to the best of his or her knowledge, that; sollellallon 18-7432-UP 1. No Federal appropriated funds have been paid orwill be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to Influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, oran employee of a Memberof Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2, if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congra&s, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," In accordance with Its instructions. 3. The undersigned shall require that the language of this certification be Included In the award documents for all subawards at all tlers (Including subcontracts, subgranls, and contracts under grants, loans, and r=perative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification Is a prerequisite for making or entering into this transaction Imposed by 31, U,S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who falls to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of Its certificatlon and disclosure, If any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3501 at seq., apply to this certification and disclosure, If any. Cardno, Inc. Contractor (Firm Name) Ign r nlractor's Authorized Official Douglas E. Stoker, PE, Vice Presidant Name and Title of Contractor's Authorized Official Januory 24. 2019 Date EXHIRIT I - 9 121111201a 9�34 AM Packet Pg. 1248 16.E.5.a CERTIFICATE OF LIA' THIS CERTIFICATE IS ISSUER AS A MATTER OF INFORMATION ONLY CERTIFICATE DOES NOT ArrIRMATIVELY OR NEGATIVELY AMEND, BELOW. THIS CERTIFICATE OF INSURANCR DOES NOT CONST17UI H1:13FESENTATiVE OR PRODUCER, AND THE CERTIFICATE HOLDER. MPORTANT; II the sort I eale hol et Is on AD XWONAL INSURED, the pi 5URROGATION tS WAIVED, Subject io the torms and conditions of tho cerliflcale doae not confer rights to the cotliiiaete holder In lieu of such Aon Risk services southwest, Inc. Mauston Tx Office 5555 San Felipe Suite 1500 Nouston TX 77056 USA IIISURED cardna, IIIl MO Park P1acp died Suite 300 rled1'Watev FL 33759 USA 3ILITY INSURANCE DATE(MI�fGUIYrrn DURrrru2c AND CONFERS NO RIQHTa UPON THE CERTIFICATE HOLDER. THIS EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES E A CONTRACT RIFTWEiEN THE ISSUING INSURI=R(S), AUTHORIZED l cy(Eeuj muIjt fiuve A D TIONAL INSURED provisions or be endorsed, d jolloy, certnln paIICIDS may rngUlre an Pndorsemui% A alolo ITent on 1I118 ondorsemenl(s), o TACT A Et c. No. EtI r {866) 283.712Z Vic. Na : (HOB) 163 OTUs — EMAIL Allone9B INSURFR(s) AFFORDING COVERAGE NAIC N INSURERAr Zurich American ins CC 7.6535 INSURER III Lexington Insurance CODIPAny 19M137 INSURER C., Irons are Spot a ty Insurance. Company 2S445 EN$UMERD.- AIG Australti8 LIPlited n972F1 {NSUNRR C: INSUNeR IN: COVERAGES CERTIFICATE NUM13ER: 5'e0680fl80229 REVISION NIUMHER; THIS IS TO CERTIFY THAT THE POI.IOICS Or INSURANCE LISTED 13FLOW 14AVE BEEN ISSUED TO THE INSUSP-0 NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH IIESPECT TO WHICH 1 HIS CER7IFICAI'E MAY BE IS aU50 ()A MAY PERTAIN, THE INSURANCE AFFORDED 13Y THE POLICIES bCSCRIRIFD HEFICIN IS SUBJECT TC ALL THE TERMSr 0(OLUSIONS AND CONDETIONI3 OF SUCH POLICIES, LIMITS SIiOWN MAY HAVC BEEN REDUCED BY PAID CLAIMS, Llmha shown orb DD re uahtc A1111 TR 7YpEOFINAURAME IHQD vu PoLICVNUMeER U DI LIMITS A X coMMKHCIALGIMERALLIADILITY GLOO18396106EAOIIGCr,.uRrlT N0L S110150101 r-�y $1,000.01 ❑LAUY,3,MACF I X UCCUA EMISES E, oc L_-I MCI) FAPNnyone pe,aonl i10,0( PEnSONAL3 ADY INJURY S1.0no'm OI:N'LAGGREGATEUMITAPPLIEr3FER; RkNErinLatlOREOATE 52,000,(}( _ Pot icy EPad• ❑WC PRODUCT5•COMWOPA00 52,000,0( JECT (?lilEn. A AutoM6aILE LIABILITY BAP 01&99G2-nq 06/34120r9 06/30 2020 COMBINSDSWULeLIMrr 3,1,000,0E X ANY AU TO OODILYINJOnY(PerRen9d) e SCHEDULED LT=DI iNJUNYIPorauditm3 OWNF OWNFI ONLY AUTOS PaOPERTY DAMAGE HIRED Al1109 NON,OWNED P4f PtiFiQenl 014LY AUTOS ONLY 411113RRL1-ALIAe OCCUR EACH OCCURRENCE ExCE$5 LIAR CLAIMS -MADE hC;S3REOATE EMPLOY0Ha' NIA Clainis Made F, I- EA11A ACOIDEN r E,L. DfSEASE•EA EMPLOYEE- E,L. PISEASE-POLICY UNIT Aggregate sI104o,a00 31,1300,000 S1.00,1 0 sJ,ono, 000 S1.000,on0 Lj DE80HIPTIDN OF OPERATIONS r LOCATI91101 VEfizLCS (AConn iol, Addllldnel nemarhe 6ahedplm, may Iw eileahed It mare apace In required) certi-FicaLF Holder includes: Collier County Board of county Commissioners, OR, Board of County commissioners in collier county, Ott Collier county UDVernusent, OR Collier county, RE: Contract No, 113-7432-UP. Collier, county Board of county commissioners, OR. Board of County commissioners in Collier County, OR, Collier county GoVernlnenc, OR, Collier county are included as Additional Insured in acCorda{1C0 with the policy provisian5 of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Priiiaryy and Noh-Contributor to other insurance available to an additional Insured, but only in accordance with the policy's provisions, should General LiravisiohsAUt0MObaverLiabilit Liability dtice of rkers'lationnnlayihe deliver'edan ollcies bto Cancelled before 'lhe expiration date thernaf, the Policy pwill CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DEFICRIDED POLICIES DG OArroi:LLED BEFORE THE EXPINATION PATE THCHLOF, NOTICE WILL Be PELIYERDD III ACCORDANCE WITH 7HE POLICY PnOVISIONS, Collier County eaard of County AUT03MI2f:ORUPR@RENTA7IVE Comm s si an a r•s Naps ramiami Trail R. p z, Naples. FL 34112 USA r� �e� 01980.2016 ACORD CORPORATION. All rights reaetved, A00RI7 25 (201 Bl03) The ACORO name and logo are registered marks of AQQRI3 Packet Pg. 1 971 16.E.5.a AGENCY CUSTOMER ID: 57000005183E LOC f!: ADDITIONAL REMARKS SCHEDULE Page n of _ AWNCv NAMED INSUB03 — Aan Risk services Southwest, Inc. I Cardfla, Inc. see certificate Number: 570080600229 CARRIER NF14 C4oF see certificate Number; 5700606,302Z9 EFFECTIVE I}ATF ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM 15 A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liablllly Insurance INSURERS? AFFORDING COVERAGE NAIL # INSURER INSURER INWRER INSURPIR 0b1T>IONAI, POLTCICs Ka Policy below does not include limit information, refer la the corre3pandin6 policy on the ACORD certificate romi for policy limit$, POLICY 1'aLICY LIMITSIN4n AnDL 9UtlN POLICY NUAWER t"F=jlVI6 U1'II1A'IION 1;31! 'romOP1NSURANCn INSP lYvo pAIV nATV ([vfivi/D 1YYYY) 001R mylfvf 01'OER u CYber LiabillTy CM0018127 06/30/2019E1-- irdAnnual 51,444,t}00 Aggregate SLR applies per, policy to nI5 Condit OoSponse Included Management Party Yncluded Liability Data $1,000,aaa Protectlon L- ioI Sannnlnl) 02400 ACORD COMPORATIom All righlsrosorveo. The ACOnn name and logo are reglalarod marks nl ACORD Packet Pg. 1250 16.E.5.a AGFNCY CUSTOMER ID: 570000051836 LOC #; A ADDITIONAL REMARKS SCHEDULE Page AGENCY NAMEDIN8l1RED Ann Risk services Southwest, Inc. Cardno, inc. POLICY NUMBER see Certificate NUmber. 570080680229 NAIL CODE see Certificate Nuulbcrs 570080680229 F.FFFCTIVGBATE' Anr%l'rinFJAl QCHAAOKC ncorin lnl (soanml) ��V„„ ......,......,.,. ,.,..,.._........... .._.--- ..... The ACORD namh tint! Iailu ara ragirinred marks ul nGORP Packet Pg. 1251 16.E.5.a AGENCY CUSTOMER ID: $70000051836 ADDITIONAL REMARKS SCHEDULE rage _ of _ AGENCY NAMEo IN'SI1PW Aon Risk Services Southwest, Inc. cardno, Inc. RotICY NUPAUCR see Certificate Number: 570080680229 QAAnlEFI NAIa cDhV See certificate Number: $70080680229 tffEMlVEOATC: ADDITIONAL. REMARKS THIS ADDITIONAL REMARKS FORM IS A SCNEDULF TO ACORD FORM, FORM NUMBER: ACOHD 25 FORM TITLE: Cerlllicale DI Liability Insurance CARDNO NAMEO INSUREDS Cardno ChedlRisk, LLC. Cardno EM-Assist, Inc. cardno Emerging Markets USA, Ltd. cardno ENTRIX Cardno ERI cardno GS, Inc. cardno Haynes Whaley, Inc. Cardno ]FNeW CardnD W% cardno NC, Inc. cardno T13E {{AZ) Cardno TBE (1`0 Cardno TBE; Tar Group, Inc. Cardno TEC, InC. Cardno USA, Inc. Cardno WItG, Inc. cardno WRG, Inc. dba WRG Designs Inc, Cardna, Inc (oR) Cardno, Inc. TX Cardno, xnc. FL Ensic�ht Haynes aley, LLC Entrix Inc. dba Cardn Entr-ix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. ].F. NeW & Assoclates, Inc. ]FNew TEE Group, Inc. Adder) I -BE croup, Inc. ba: cardno THE TEE Group, Xnc „ Cardno TBE TBE Professional Services, PLLC WRG North Carolina PL1,G ACORD 191 J�000 fit} 0 sauo AGDRD CoRPo$IAT14N, All rlohtGG rosaryod. 1'ho ACeRD nomo end logo aro roplstarad marks 41 ACORD Packet Pg. 1252 16.E.5.a Additional Insured — Automatic — Owners, Lessees Or ZURICHI Contractors THIS ENDORSEMENT CHANGES THE POLICY, PLEASE BEAD IT CAREFULLY. Policy No, Policy No, GLO 0183961 - 04 Effective Date: 6/3012019 This endnmamenl modifies Insurance provided tinder the: Commercial General Liabillty Coverage Part A. Section II — Who is An Insured is amended to include as an additional insured any parson or organization wham you are required to add as an additional Insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10101 edltlon); or b. The ISO CG 20 37 (10101 edition), such person or organization is then an additional Insured with respect to such endorsement(s). but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contraot or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies If the "bodily Injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide thal the person or organization be named as an additional Insured under one or both of the following endorsements, a. The insurance Services Office (ISO) ISO CG 20 10 (07104 edition); or b, The 180 CG 20 37 (07104 edition), such person or organization is then an additional insured with respect to such endorselnent(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising Injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or ornissions of those acting on your behalf, irlcludas copyrighted rnatoflal pf Insurance ;#erVleea office, Inc., wltfl Its permisaiar►, U.GL-2162-A OW (11118) Pala 1 of 4 Packet Pg. 1253 16.E.5.a In the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (bj "Your work" and Included In the "products -completed operations hazard", with respect to Paragraph 2.b. above, which Is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., Insurance afforded to such additional insured: (i) only applies If the "bodlly Injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily Injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional Insured. 3. If neither Paragraph 1. nor Paragraph 2, above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured; a, under the ISO CG 2010 (04113 edition, any subsequent edition or if no edition date Is specified); or b. With respect to ongoing operations (if no form Is specified), such person or organization is then an additional insured only to the extent that "bodily Injury", "property damage" or "personal and advertising Injury" is caused, in whole or in part by: (1 ) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, In the performance of your ongoing operations, which is the subject of the written contract or written agreement, However, solely with respect to this Paragraph 3,, insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the parson or organization be named as an additional Insured; a. Under the ISO CG 20 37 (04113 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form Is specified), such person or organization is then an additlonal insured only to the extent that "bodily Injury" or "property damage' is caused, In whole or In part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured; (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) only applies If the "bodlly injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and Includes copyrighted meterlal Of II1SLOrance Services office. Inc., with Its permisslofi. U-GL-2M-A CW 0 VM) Pogo 2 of 4 Packet Pg. 1254 16.E.5.a (4) Does not apply to "bodily Injury" or "property damage" caused by "your work" and included within the "products -completed operstlons hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional Insured. S. Solely with respect to the Insurance affordod to any additional insured referenced In Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including,. 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, Inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily Injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional Insured must see to it theta (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim', (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy Issued by another insurer under which the additional Insured may be an insured in any capacity. This provision does not apply to insurance on which the addtlonal insured Is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. 5oleiy with respect to the coverage provided by this endorsement: 1, The following is added to the Other insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory Insurance This insurance Is primary to and will not seek contribution from any other insurance available to an additional Insured provided that: a. The additional insured is a named Insured under such other Insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV -- Commercial General Liability Conditions: This Insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as on additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy In which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured In a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. includes wpyrlgllted malerlal of Insurance Services Office, Inc., with its permisslon. U•OL-2162-A CW r 1A8) Page 3 of 4 Packet Pg. 1255 16.E.5.a F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph AA of this endorsement, the following Is added to Section III — Llmits Of insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional Insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Section A. of this endorseinant; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever Is less. This endorsement shall not Increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrlrghtad materlal of insurance Services OfAce, Inc., w1111 IN parmisslgn. U-G L-2162-A C W (11116) Page 4 of h Packet Pg. 1256 16.E.5.a Other Insurance Amendment — Primary And Non - Contributory ZURI[H Policy No. Elf. Dale of Pal. Exp. Pala of Poi. EH. Date of End. Producer No, Add'I- Prern Ralurn Prom, GLO 01S3p61 Q4 06190199 06/30120 0613R119 14340-000 NIA NIA THIS ENDORSEMENT CHANGES THE POLICY. PttEASE READ IT CAREFULLY. Named Insured; Address (Inciuding ZIP Code); This endorsement modifies Insurance }provided under the: Commercial General Liability Coveraga Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions' This Insurance is primary insurance to and will not seek contribution from any other insurance available to an additional Insured under this policy provided that: a, The additional insured Is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured, 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Llabillty Conditions: This insurance is excess over Any of the other Insurance, whether primary, excess, contingent or on any other basis, available to an additional Insured, in which the additional insured on our policy is also covered as an additional Insured on another policy providing coverage for the same "occurrence", offense, claim or "soil'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contrlbutory basis. All other terms and conditions of this pollcy remain unchanged. U�GL-1327 p CW (0013) Page 1 of 1 Includes copyrighled rnalerlol of Insumnso Savfces Offlco, Inc-, V01 its permission. Packet Pg. 1257 16.E.5.a POLICY NUMBER; BAP 0183962-04 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies 0surance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement Identifies persons) or organlzation(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Farm, This endorsement changes the policy effective on the Inception date of the policy unless another date is Indicated below. Named insured: CARDNO USA, INC. Endorsement Effective Date: 0613012019 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXPECT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information required to complete this Schedule if not shown above will be shown In the Deciaratlons. Each person or organization shown in the Schedule Is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an 'Insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Farms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form, CA 20 4B 10 13 a Insurance Services Office, Inc,, 2011 page 1 of 1 Wolters Kluwer Nnaridal Services I Uniform Formsfo Packet Pg. 1258 16.E.5.a Exhibit "A-3" Agreement No. 18-7432-UC TO FOLLOW T1415 RAGE Page 7 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -EV, -RB, r" Packet Pg. 1259 16.E.5.a PROFESSIONAL SERVICES AGREEMENT (FIXED TERN! CONTINUING CONTRACT) Q CCNA ❑ NON -=NA Contract # 18-7432-UC for Professional Services Library Utility Collections/Distribution Systems En ink Bering ,0 THIS AGREEMENT is made and entered into this gday of 20.20 by and between the Board of County Commissioners for Collier Count , Florida, a politleal subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lane Tree, CO 80124_ (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNES5ETH; WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and 0 WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and ❑■ WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287,055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows; ARTICLE ONE CONSULTANT'S RESPONSIBILITY' 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation OF gUarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Pilgu 1 of 33 P8A Tixcd'i'onn Continuing Conlntcl 201 T009 Ver-2 Packet Pg. 1260 16.E.5.a 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein, The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultanis' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. FEI Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. K (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation: c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d_ Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penally. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative AgentlProject Manager. g. Once a full rotation through all .firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of3 p5h F'ixcd"r�c1��C�nnliuuingi'on�ruc17.U17.Q49 Ve0 Packet Pg. 11261 16.E.5.a 1.4.1.1 Professional Services Libra — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, Including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1,7, It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.13. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way, 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby Incorporated into and made a part of this Agreement by reference, 1.14. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement, 1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other farm of legal entitlement to practice such services, it shall employ andlor retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 ASA Fixed Tam, Continuing Cprllraci 2417.009 Ver2. 6 I, Packet Pg. 1 2 16.E.5.a 1.12, The CONSULTANT designates Thomas M. Nogaj, PhD, PE a qualifled licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator Is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13, The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and small be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as In accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida wilding Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida public Records Law Chapter 119, Including specifically those contractual requirements at F.S. § 119.6701(2)(a)-(b) as stated as follow; IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamlami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Tenn Cominuing Conitanl2017•009 Ver.2 �4F1 Packet Pg. 1 3 16.E.5.a The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency, 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY In writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16, The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state andlor federal requirements andlor codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list Is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT, The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's nonperformance whether or not the COUNTY obtained substitute performance, Page 5 of 33 PEA Fixed Term Cnnlinuing Cpnlreal 2011.009 Vt0 [4•ri i J Packet Pg. 1 4 16.E.5.a 1,17, The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSUL.TANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any nonpublic information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1,18, As directed by the COUNTY, all plans and drawings referencing a specific Ideographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a C❑ or DVD, drawn in the Florida State Plane Fast (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), orwhen implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL, edge -of -pavement- FOP, etc,), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1, If authorized in writing by the COUNTY through an Amendment or Change order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in wrlting via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order, 2,2. If the COUNTY determines that a change In a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be Issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page G of33 PSA flind Tartu Canlihuing Contract 2017.009 Vcr-7. Packet Pg. 1265 16.E.5.a ARTICLE THREE THE COUNTY'S RESPONSIB{LITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b, The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order, or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall; a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder, ARTICLE FOUR TIME 4.1, Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 1'SA Fixed 'fomi Coniiffiling Cbnirn(2017,009 Vor.2 Packet Pg. 1266 16.E.5.a performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order, 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strifes or lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no Interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly appiy to claims for early completion, as well as claims based on late completion, 4.4, Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder In a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of tile terms and conditions contained in this Agreement for •one ('I ) additional one year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then In effect. 43, The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's Intention to extend the Agreement term prior to the end of the Agreement term then in effect. T'agR 8 of 33 YSA Find Tarm Continuing Contmd 2017,009 VC0 Packet Pg. 1267 16.E.5.a ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order, The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the fallowing Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project, the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract Is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects In which It is not possible to accurately estimate the size of the project, or when It is expected that the project requirements would most likely change. As a general business practice, these contracts include backup documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and Identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 6.1 above. I* Grant, Funded; The hourly rates as set forth and identified in Schedule H, Attachment t, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 5.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work order ("Project Documents"), The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 Y3A Fixed Term Conducing Caulrnct 2017.009 Ver.? Tf 5,1� Packet Pg. 1268 16.E.5.a consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task.. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours, ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shaft defend, Indemnify and hold harmless the COUNTY. Its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or Intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter Indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725,08(3), Florida Statues, and the CONSULTANT is a "Design Professional" as defined In Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Pop 10 of33 PSA fixed Tcnt1 Continuing Cpn4ruc124f7.RR4 Var.Z 'f{f Packet Pg. 1269 16.E.5.a ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during Its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do lousiness in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies; 9.3.1. All insurance policies, other than the Business Automobile policy, professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners In Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the Insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3,3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, zAnd the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4, The Certificates of Insurance, which are to be provided in an Occurrence Farm patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9A. The CONSULTANT, Its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida, 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Yage I Qf 33 FSA Flied Tenn Continuing Contrad 2017.009 Ver.2 Packet Pg. 1270 16.E.5.a ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereundershall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified In the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant ar subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogatlon claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of Ws Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Pap 12 of 33 P3h Fixed'Taat1 Cn»linalr+g C:onlrHCt 2017.009 Ver.2 Packet Pg. 1271 16.E.5.a unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. it is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination, Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rlghts or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under th® terms of this Agreement. 12.2, The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or In part, as further set forth in this section, for any of the following reasons; (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'$ failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12..4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12A above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, togetherwith any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Page 13 of 33 P$A mixed Tenn Canlintibe Canlrfti 2017.009 Yor,2 Packet Pg. 1272 16.E.5.a and described in this Agreement, including those described in Article G, that are in CONSULTANT's possession er under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule In accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the. COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment Is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently Issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's Intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY, ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1, The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2, 0 CCNA Pro'ects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negatiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit casts supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order Issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of a3 P5h Fixed ienii Corilinuing Contrno12i317-004 Vera' Packet Pg. 1273 16.E.5.a or non -current wage rates and other factual unit casts. All such adjustments shall be made within one (1) year fallowing the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1, CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 16.1. No modification or change in this Agreement shall be valid or binding upon either party unless In writing and executed by the party or parties intended to be bound by lt. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures, For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director; Sandra Herrera Address: 3295 Tamiaml Trail Fast Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239 252-26fi7 E-Mail(s): Evelyn, Coloricolliercount fl. ov Page 15 of 33 PSA fixed Tenn Canthwing Cartract 7.017.00 Ver.2 Packet Pg. 1274 16.E.5.a 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage ;prepaid, addressed to the following CONSULTANT's address of record: Company Name: Cardno Inc. Address: 1821 Victoria Avenue Fort Myers, FL 33901 Authorized Agent: Douglas Stoker PF Attention Name & Title: Thomas No ai PhQ P.E. Telephone: 239 337-3330 E-Mall(s): Dou ,Stoker cardno.com/thomas.no al cardrlo.com 16.3, Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either pally. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms Of this Agreement. 17.5, The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Pap tG of33 pSA Fixed Ternt Co«iinuingCpittruc12017.d09 VCP.2 Packet Pg. 1275 16.E.5.a 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall he an original and all of which shall constitute but one and the same instrument. 17.9, The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein; Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule d CCNA Pro ects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432� UC , Including all Attachment(s), Exhibit(s) and Addendum/Consu4ant's Proposal 17,10. © Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (W ) expressly apply to the terms of this Agreement. ARTICLE 51GHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought for the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1, The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. EM] At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiatlon Certificate Identified in Article 13 and attached hereto and matte a part hereof as Schedule Dd, The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Yalta 17 of 33 I'SA rind Tenn Continuing Contaaol 2017,009 Vu l t0) Packet Pg. 1276 16.E.5.a shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, Incomplete, or noncurrent wage rates and other factual unit costs, 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE. RESOLUTION 20.1, Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with Full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2, Any suitor action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sale and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21,1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, 21se . and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 )F33 PSA Pixod Toflri Canlfnuing Conlrac12417A04 Ver.2 Packet Pg. 1277 16.E.5.a comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Pnga 19 of 33 PSA Fixed Turin Continuing Cemma2017.009 Vera Packet Pg. 1 871 16.E.5.a IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year drat written above. ATTEST: Crystal K. Kinzel, Clerk of Court & Comptroller Ap Fa red 'as to rm nd > egality: County Attorney L rs , Name Consultant's Witnesses: 1-2 Witness Name and Title " r" r W�ness �.,.�. ,r1 { Narne and Titlea BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, 11 � i �: ` r f Burt L. Saunders . Chairman Consultarit: Cardno, Inc. Name and'Title Nip 20 of 33 PSA Fixed Terri Conlinuiug Cw*vo 2017.U0 m. Packet Pg. 1279 16.E.5.a SCHEDULE A WORT{ 01t )ER Contract 00-0000 "Natne of C❑ntract1° Contract Expiration Datc: , 20 This Work Order is for professional (describe) services for work known as; Project Name: Project No, The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Worts Order, In accordance with Terms raid Conditi❑ns of the Agreement referenced above, this Work Order is tassigned to: Name of Firm Scope of Wg As detailed in the attached proposal and the following: Task I - • Task lI Task III Soohc4uluModk,• Complete work within days frum the date of (he Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement fi 00-0000 will survive and remain subject to the temrs and conditions of that Agreement mrtil the completion or termination of this Work Drder, C gmnensntitrrit In accordance with tho Agreement referenced above, the County will compensate the Firm in riceordance with following, me.thod(s): ©Negotiated Lump Sum (NLS) DLump Sum Plus Reimbursable Costs (LS+RC) UTime & Material (T&M) (established hourly rate — Schedule A) MCost Pius Fixed lace (CP'FF), (define which method will be rued for which tasks) as provided in the attached proposal, PR ? ARED BY: APPROVED BY: APPROYED BY: Task I $ `Paste 11 $ Task III $ TOTAL FIDE Name and Title (IDt pt Name) , Division Director type name, Dopartment Iiead Date Date Date Hy the signature below, the [firm (including omployces, officers andlor sgcmts) acriiCes, Lind hereby diseiesm, that, to the be&t of lhrsir knowledge end belief, at relevant facts conooming past, present, or currently planned intarost or activity (finanelat, contractual, orgmi7ulonal, or othorwiae) which relates to the proposed work; and bear on whether the Firm lips a potential ronhiet have been fUUy disclosed. Additionally, the Virm agrees to natify tho Pr=irelnant Direolor, in willing within 49 hours of learning Of any actual or potontiAl conflict of intorosl flint arise& during the Work Order aadlor project duraUan. ACCEPTED BY: (Firm Name) Name & Title of Authorized Officer male Page21 ol'J3 P5A Fisted Term Continuing Cnntmet 2017.009 Ver.2 (ill {, Packet Pg. 1280 16.E.5.a SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES 8.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a W❑rig Order shall be Issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 8.1.11, The COUNTY may request that CONSULTANT in writing advise the COUNTY of (1) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified In the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. 8.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. 8.13. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shalt have no liability for such Services. 8.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of Invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted, Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. r'pge 22 of'33 PSA Fixed Term Continuing Canttnot 2017 009 Ver•2 0(�) Packet Pg. 1 171 16.E.5.a B,2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lurnp Sum. B.2,4, i] Time and Material Fees, Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, Including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4,1, For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 6.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2, Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. 0 Lump Sum Fees: The fees noted in the 'Work Order shall constitute the lump Burn amount to be paid to CONSULTANT for the performance of the Services, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based an the services to be provided and as set forth in the Amendment authorizing such Additional Services The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (a%) on the fees and expenses associated with such subconsultants and subcontractors. B.2.8, The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and Page 23 of 33 I'SA l�ixcd']'cnn CoqiinuingContract 260.1104 Yer.2� Packet Pg. 1282 16.E.5.a rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period, The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY, Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc,) shall be returned to CONSULTANT for correction. invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly, B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1, Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 8.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense, B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, P.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3,3.1. Cost: for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may Include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F,S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties, such trips within Collier and Lee Counties are expressly excluded. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY, Yugo 24 of 33 PSA Fixed Term Continuing Cpnl—L 2,017,009 Ver,2 Packet Pg. 1283 16.E.5.a 6.3.3.4, Permlt Fees required by the Project. 5,3.3.5. Expense of models for the COUNTY'S use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3,7. Other items on request and approves{ in writing by the COUNTY. 5.3.4, The CONSULTANT shall hear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. page 25 of 33 P5A T'ixed'1'erm Contrnuing Conlmct 2017.009 Ver.2 i Packet Pg. 1284 16.E.5.a SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE —_ - -- _ Title -- - - Hdurly.Rate , Principal $238 vi CD Senior Proiect Manager 281 e- Pro ect Manager 155 y Senior En linear 175 °' En ineer $136 Senior Inspector 117 _ Ins ector $98 c0 Senior Planner 164 d Planner 130 = Senior Deli ner $128 co Designer 149 Environmental Specialist 1120 Senior Environmental Specialist 1 bB = Scientist/Geologist 115 Senior Scientist/Geoid ist 156 Marine Biel o lstldro eolo ist 133 = Senior Marine Biolo IstIH dra eolo ist 169 E Senior GIS S ecialist $140 d GIs Specialist $114 I Clerical/Administrative $73 = Senior Technician 132 ° Technician 83 C Surveyor and Mapper 142 N CADD Technician $95 Survey Crew - 2 man $152 0M Survey Crew •- 3 man 185 Surve Crew , 4 man $218 CD v Senior Architect 177 Architect $148 = coi w The above hourly rates are applicable to Time and Materials task(s) only, The above list may not N be all inclusive. Dourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties, ■� Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required d E by the grantor agency. Q Page 20 of 33 P&A Fixed'I'erm Continuing Cpnlrnc126l7.044 Vor,2 Packet Pg. 1285 16.E.5.a SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self -insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of Insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after recelpt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 6. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the Insurance requirements have been satisfied or that the Insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY, a. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, Page 21 of 33 P5A Fixed Tcrm CanGnning Contract 2l?17.004 Vot.1 r14� Packet Pg. 1286 16.E.5.a the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shalt be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. if the initial, or any subsequently Issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, In triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the pollcy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10, WORKERS'COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? 0 Yes ❑ No Workers' Compensation and Employers' Inability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b, Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11, United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Requircd by this AgrcemenO 0 Yes Iff No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes N No 13, COMMERCIAL GENERAL LIABILITY. Required by this Agreement? ■❑ Yes ❑ No A. commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Properly Damage, Personal injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Pogo 28 of33 PSA Fixed Term Continuing Conrreat 2017.409 Vcr.2 s, Packet Pg. 1287 16.E.5.a maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate. B. The Generai Aggregate limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self -insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and noncontributory with respect to any other Insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15, Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes U No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? d Yes ❑ No Business Auto Llabilit : Coverage shall have minimum limits of $1 000 000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes n No Page 29 of 33 PS Fixed Teen Cantiriuing Canlract 2019.069 Vor.2 Packet Pg. 1288 16.E.5.a Technoloov Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19, CYBER INSURANCE. Required by this Agreement? W Yes E] No Cvber Insurance: Coverage shall have minimum limits of $1,000,000 Per Occurrence. 20, UMBRELLA LIABILITYa A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers` Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall Include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of clalms, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE, Required by this Agreement? A Yes [] No A. Professional Liabllit L. Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement, CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,00Q each claim and aggregate, B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mall, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy If requested by the COUNTY. Page 30 of'33 PSA FixGd'r6rm Conlinuting Gnnlract 2017.009 VOr.2 Packet Pg. 1289 16.E.5.a 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. if no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project -specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self -Insured retention and the risk of uninsured or underinsured consultants. B, The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2, Current policy limits. 1 Current deductibles/self-insured retention. 4. Current underwriter, 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy, 6. Cost of professional insurance as a percent of revenue. T Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 P5A Fixed Tenn Continuing Cbt141PCL 2017.009 Vcr,2 Packet Pg. 1290 16.E.5.a []this schedule is not applicable SCHEDULED TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statures, Carding, Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the PI-ofesslonal Services Agreement, concerning "Professional Services Library Utility ollaction/Distributtion Systems Engineering_ project is accurate, complete and current as of the time of contracting. BY: TITLE:�r DATE: Zo'I C_ ; i;'& Page 32 of 33 PSA FNed'Te m Continuing Conknct 200-004 Vnr.2 Packet Pg. 1291 16.E.5.a SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) 9 following this page (pages I through �) 0 this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2417.409 Ycr.2 Packet Pg. 1292 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE Thia project activity Is funded In whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain proMlons. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees to Include in the subcontract that (1) the subcontractor Is bound by the terms of the Federally -Funded Subaward and Grant Agreement, (h) the subcontractor Is bound by all applicable state and Federal laws and regulations, and (lit) the subcontractor shall Bold the Division and Sub -Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract In accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances' 4 2 C.F.R. part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards 0 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C, 5121 el seq., and Related Authorities o FEMA Public Assistance program and Policy Guide, 2017 (In effect for Incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. it is Important that the contractor is aware of the reporting requirements of the County, as the Foderal or State granting agency may require the contractor to provide certain Information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purpcses of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo, and Flags. The contractor shall not use the DHS seai(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval, No Obligation by Federal government: The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U,S,C. Chap, 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EXHiStT I - 1 r A6) Packet Pg. 1293 16.E.5.a EXH113IT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES lrnergy Efficiency Standards: The contractor agrees to comply with mandatory standards and pollcies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance, in the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, Including. but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement; It the Federal award meets the definition of "funding agreement" under 37 CFR §401,2 (a) and the County wishes to enter Into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "fights to inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any Implementing regulations issued by the awarding agency. Granges: sea Standard purchase Order Terms and Conditions, Procurement of Recovered Materials (§200.322) (over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a tlmefrarne providing for compliance with the contract performance schedule; (11) Meeting contract performance requirements; or (ill) At a reasonable price. (2) lnformation about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, htt s:l/www,e a.govlsmmlcomcrehernsive-nroCurement- uideline-c ra rarn guspenslon and Debarment; (1) This contract is a covered transaction for purposes of 2 C.F,R. pt, 160 and 2 C.F.R. pt. 3000_ As such the contractor is required to verify that crone of the contractor, Its principals (defined at 2 C.F.R. § 180.995), or Its affillates (defined at 2 C.F.R. § 150.905) are excluded (defined at 2 C.F,R. § 180,940) or disqualified (defined at 2 C,F.R. § 180.936). (2) The contractor must comply with 2 C,F,R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations In any lower tier covered transaction It enters into. (3) This certiflcatlon is a material representation of fact relied upon by the County, If It is hater determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue avallable remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt, 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer Is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to Include a provision requiring such compliance ire its lower tier covered transactions. Contracting with small and minority buslnesses, wonten's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible, (b) Affirmative steps must include, (1) Placing qualified small and minority buslnesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I - 2 Packet Pg. 1294 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economical) feasible, into smaller tasks or quantities to permit maxinwm participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, ALere t re uirement peCn}iks, which encourage participation by small and minority buslnessea, and womer's business enterprises; (5) Using the services and assistance, as appro ri e, of such organizations as the Small Business Administration and the Minority Business Development Agency of the department of Commerce; and (5) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed In paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of "federally assisted construction contr ct" In 41 C.F,R. § SO-1 •"� must Include the equal opportunity clause provided under 41 C.F.R. § 60-1.4. During the peitarmance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual Orientation, gender Identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender Identity, or national origin. Such action shall include, but not be limited to the following; Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, Including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertlsements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin, 111. The contractor will not discharge or in any other manner discriminate against any employee ar applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant, This provision shall not apply to instances in which an employee who has access to the compensation Information of other employees or appllcants as a part of such employee's essential Job functions discloses the compensation of such other employees or applicants to Individuals who do not otherwise have access to such Information, unless such disclosure Is In response to a formal complaint or charge, in furtherance of an Investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV, The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under suction 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice In conspicuous places available to employees and applicants for employment. V. The contractor Will comply with all provislons of Executive Order 11246 of September 24, 1955, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT i - 3 Packet Pg. 1295 16.E.5.a 1=XI-IIWT l FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permlt access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of Investigation to ascertain compliance with such rules, regulations, and orders. VII, in the event of the contractor's non-compliance with the nondiscrlmltlation clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or In part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized In Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies Invoked as provided In Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Vill. The contractor will Include the provisions of paragraphs (1) through (B) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1 B36, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions Including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved In, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter Into such litigation to protect the Interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701.3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,D00 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract worts which may require or Involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she Is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanlc receives compensation at a rate not less than one and one-helf times the basic rate of pay for all hours worked In excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages, In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such terrltory), for liquidated damages. Such liquidated damages shalt be computed with respect to each Individual laborer or mechanic, Including watchmen and guards, employed in violation of the clause set forth In paragraph (1) of this section, in the sttrn of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the pepartfrieni of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such Contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which Is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and ilquldated damages as provided In the clause set forth in paragraph (2) of this section. EXHIBIT 1- 4 ,s1 Packet Pg. 1296 16.E.5.a EXHIBIT I Fr-nF-RAL CONTRACT PROVISIONS AND ASSURANC2S (4) Subcontracts. The contractor or subcontractor shall insert In any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to Include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section," Administrative, Contractual, or Legal Remedies (over $160,000); Unless otherwise provided in this eontraict, all claims, counter-clalrns, disputes and other matters In question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by orbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 of seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U,S.C. 1251 of seq. (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report Each violatlon as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements In each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEIVIA. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000); Contractors who apply or bid for an award of $100,000 or more shall file the required certification, Each tier certifies to the tier above that It will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a rnember of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.B.C. § 1362, Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award, Such disclosures are forwarded rrom tier to tier up to the reclpient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entlty, and may not transact business with any public entity In excess of $26,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying; No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.D55(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and Incorporate Into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes, Record Retention - The contractor shall malniain and retaln sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment Is made and shall allow the County, FiOEM, or its designee's access to such records upon request. I:xrtialT i -s Packet Pg. 1297 1 ti.E.5.a coliforcounry Solicltallon 18.7432-UC, EXHIBIT I rEDERAI CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If tho vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include In the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (il) the subcontractor Is bound by all applicable state and Federal laws and regulations, and (III) the subcontractor shall hold the Department and Recipient harmless against ail claims of whatever nature arieing out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shalt document in the quarterly report the subcontractor's progress In performing its work under this agreement, For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat, On behalf of my firm, i acknowledge, the grant requirements identified in this document. VendorlContractor Name Cardno, Inc. Date Februa_ry_6. Authorized Signature ixH{BIT II - 6 12/11/2010 9:44 AM 22 Packet Pg. 1298 16.E.5.a Calllar County EXHIB4T l FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INEL161BILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions Solldlatlon 18-7432-UC (1) The prospective subcontractor of the Sub-reclpient, Coltier County, certifies, by submission of this docurnent, that neither It nor its principals is presently debarred, suspended, proposed for debarment, daolared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective contract shall attach an explanation to this form, CONTRACTOR Cardno, Inc. Zz gna Dougl Stoker, PE, Vice President ame and Title 1821 Victoria Avenue Suite 1 Street Address Fort Myers, FL 33901 City, State, zip 07-839-1683 DUNS Number Sub-Reciplent Name: Collier County Board of County Commissioners eXHIBIT I - 7 12lIV2013 0:44 AM P,23 Packet Pg. 1299 16.E.5.a C41110r County EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 5olicllntlart 18.74$2-UC COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT stattls*vill ba varified. Unverrfabte Faitulm will tequire the PRIME to either protade a ravms d stotement or provide source documentation that valldatex a stntus. , A. PRIME VENI)OR/CONTR'ACTI*Ih Fo 'MATION' PRIIMr' fvAME PRIM PLIU NtrMBER �dZter'rmlned 'T DOLLAR AMOUNT Cardno, Inc. 413-2663666 �To ISThiePAjhtEAFLORIOA-lRTIVIDOISADVANTAe,EO. VETLRAN Y (a) tSTMEACTIOWOFTHISCt7HTRACT.- MINORrrY4R WDMFN 9UiINFS5 ENTERPRISE? not? Y (E) CONSTRUCTION ? y (00Vhi5E/Y10r) OR RAVEASMALtDISAAVAtdrARE0 ? y CONSULTATION? [ N OUS111F.SSSA0fRTFPICATl0NM6E FR6MTHESMALLEUSINESS OTNER? Y 'may ANANISTRAWNT A5ERVICEt}ISALLLEOVETFRAt1? WBE? Y �LJ 5 IR BA? Y 15 TI95 SURMISMON A RMSION?i V N JIF YES, RENSION NUMBER B.IPRIMEHASSijgtor4mACTOR'09SUOP,6 wHdlsADISADVANTAGEOM1NORIIY,WOMENa>nrNEp;snnA>L F �USIN SS±COiVC�Rii'OR'SERVi+C6 R15�19L�D V�iERAh1; .P�ilowls TU COMPL kTt 7tIIIS NEXT SECTiolyi l7BE M/iNBt�SIUIIBCE)IYI;IACFIOIRG)RSIJPPUER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIERPLTtCENT 6F COHtttltCT NAME SPECIALTY eeBelow) DQLLARAMOUNT DOUARS Mctllcal C]asign Flectrlcal HA TaO 11)�'° C:: SECT113N TO BE Eb 'TIRE aF Su 1]DU&S E. Stoker, PE February 6, 2019 Vice President EfAhjLADDRFSS(IFPAIME(SLII1MMkR1 TEIYPFi4NE NUMfIOE FAXNUMBLR doUg.st0keF@C ardna,C0M 239-337-3330 239.672,4096 N4YE: Thls IntRrmdtion Is used to track and report antitlpalRd OBE ax MBE pmtldpation In federally4unded anntracu, 11w antidpated DBE or MBE amount Is volunaryend will not bKOH12 part of the coatraMal Itmts. Thls form must be subfpEtted at time of m1ponse to 0 sdtkltation. d and when awarded a county contrad, the prlmt All t1e asked tp updain the iniasmation for the grans eomplianre filet. BIRAWA an 64' RIs anlCAmerican HA NatiVRARICHCAn NA Sllbcont. AAfan Americah SAA Arian-PaeiftAmarican APA Non•Mlnori Warnan NMW otrler: not clany athRr gjqup listed, a BY GaLI IEIT:bQ.UI IY', DATE `� EXHIBIT I - 8 19111/2010 U-44 AM Packet Pg. 1300 16.E.5.a Collin County 1=XH1131T I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION To be submitted.wlW each -bid' or offer exceedlnc 1 t7b 00D The undersigned [Contractor] certifies, to the best of his or her knowledge, that: Solldlallon 10-7432-UC 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to Influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement, 1 If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or rem ployee of or Congress, or an employee of a Member of Congress in connection with this Federal oontract, g , cooperative agreement, the undersigned shall complete and submit Standard Form- ILL, "Disclosure Form to Repoil Lobbying," in accordance with its instructions. 3, The undersigned small require that the language or this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered Into, Submission of this certification is a prerequisite for making or entering into this transaction Imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1996). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, If any. In addition, the Gontractor understands and agrees that the provisions of 31 U.S.C. § 3801 el seq., apply to this certification and disclosure, If any, Cardno, Inc. Contractor (Firm Name) W. rrtractor's Authorized official Douglas E. Stoker, PE, Vice President erne and I We or Contractorls u orrze is a February 5 2019 Date EKHMIT 1- 9 1211112DI B 9A4 AM �t' t p.25 Packet Pg. 1301 16.E.5.a CERTIFICATE OF LIABILITY INSURANCE I vsls7r�oao THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONKERS NO "HT& UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTFND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES RFLOW: THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTI A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: II 1no cerilf(cata holder is on ADDITIONAL INSUf], thv pO icy(Les) must have ADDITIONAL INSURED prov a ong orle, an orseci. II SUBHOQATION IS WAIVED, subject to the iarma and condlllons of the policy, Oerialn policies may require an endorsomant. A 81alament on this certlHcale does nol confer rights to tho anrllficale holder In ileu of such endorsamentis). Ann Risk services Southwest, Inc, j'Ai0j; ) 26J-Y122 aC.rlo,: iAHouston Tx Office 5555 San Felipe:suite 1500 Houston Tx 770S6 USA INSURCRt9}AFFORDINacovERAGH NAICS INSURED A: Zurich American ins CO 16535 Cardno, Inc, Bl Leo in9ton Insurance ConlpAMY 19437 364 Park place a1Vd C: Irons pre Spec a tY insurance Company 25445 suite 300Clearwater FL 33759 USA p: AIG Australia Limit4dE: F: COVERAGES CERTIFICATE NUMBER: 570080680229 REVISION NUMBER: THIS I$ TO CERTIFY THAT THE POLICIES Or- INSURANCE LISTLD BELOW HAVR 131HEN ISSVEOTOTHC INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUK317MENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE: AFFORDED BY THE POLICIE$ DESCRISED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUVONSAND CONDITIONS QP SUCH POLICII S, LIMITS SHOWN MAY HAVE BEEN REDUCED ©Y PAID CLAIMS. LInnitt shown are Be requested INBRI TYpEt)FlNavnANCE D wV PoupvNUMeER ' —F POLICY Ex" LIMITSL R K aDMMERCIALOpNERALLIAR IllrY y GLODIHIM.04 SM1GHOCCUARENCE i , CLAIMS•MADE [�JCGCUH P elAFSE urinnco i1,000,0Ub ME4 EXP [Any ono- pa,CaAl 510, AOp PERSONALS ADV INJURY SS,i1CO,60G CENERALAGORLOATE S2,0015,000 4EN'LAGGROATELIMITAPPLIEs PER: POL10 �% j �LOC FHOpUCtS C6),IPIOPABc, 12,000,004 OTHEA: A AUTOMOBILE LIABILITY BAP 4183962-5 0630/2019 Oti/la/20201 COMBINE03NBLELIMIT $1,400,1]04 90p{LY INJUnY (Po, pp�AAe ANYAUTO )( CWNEC SCHEDULED BOOILYINJUnY(Pareotldpn!) AUTo9ONLY AUTOS PRpPEMDAMAGE Hlneu AUTOS NON QWtdEp POI AEC anI ONLY AUTOS ONLY — j F. ACH OCCUFIKNCE UM9111E13-ALIAB Dr,CUR A(iOREOATE FXOESs LIAR CLAIMs-MADE ID:01 IFIETEWTION A WORKEnu c4MPENRAT14N ANa WC ]600n X PEA STATUTF W EMPLCVERS'LIABILITYANY G,>..>=114HA40ipENT S1,QfSf),OOC V OPP OIRIME BER PARTNER I EKEC 11TI4G N N I A DrFICEFNJEMRER FJICWDEo7 E.L. p(gEASEEA EMREpYLE 51 ,t700,i)OC (Mandrlare in Niq II pa tlesedbauaCar e.DISEASE•POLICYLIMIT tl,f)O0, US canlrTM OF("PRAT6116 *dow .kI.L. 000, 00 e Arc it&En9 ProfIPSI)EF1900430 0ti134/2019 4C+ 30/207.0 Lac C aim 511006,00( Clitims rSadt Agflregate OE13CREPTION OF OPERATIONS 1 LOCATIONS! VEHICLES (A4oRp 101. Addlllonel RemelkE SCbedula. mop b4 onmlica it rnwa rpeCa Is rog41140) Cercificatk Holder Includes: Collier County aaard of County Commissioners, OR, uoard of county Commissioners in Collier County, OR Collier County GDVernment, OR C4111er County, RE: Cohtra[t Na, 18-7432-U5. Collier County Board of County Commissioners, OR, award of county Commissioners in collier County, OR.Collier County Government, Ox, Collier county pa,iclees. rerieraldaiability Insured in accordance with the polity provisions of the General Liabil-lty and AutomobilR tlAbility P polity Rvidenced hherein Is Primery and Non-rontrihutor to other insurance available to an Additional Insured, but only in actardElnco with the policy's provisions. should General Liability, Automobile Liability and Workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions will govern how nctice of carlcellaCian may bR delivered to CERTIFICATE HOLDER CANCELLATION ABOVESHOULD ANY OF ThE OI1E THE RKPIRATION DATE THEREOF, NOTICE CWILL nF AV 99LIVERED IN ACCORDANCE WITH THE POLWY PROVI QIBNB, Collier county aoard of County AUTHORIZES REPRESENTATIVE commissioners TamiATrail E. Naples 34 Naples pt 34112 USA 01968.2016 ACORD CORPORATION. All r1,911IS rasorvod. ACORD 28 (201WO3) The ACORD name and logo are rogisterad marls of ACORD Q Packet Pg. 1302 16.E.5.a ADDITIONAL AMU Aon Risk services southwest, Inc. F041CY NVMHER See Certificate Number: 57008pb$0229 AGENCY CUSTOMER ID: 570000051836 LOG 0; REMARKS SCHEDULE NAMW INWIE❑ cardna, inc. CAMPER NAIL CODE See Certificate Number; 570050690229 rEEcrlvs onrc: ACORD gar (2000101) - ---- The AGORD MOO and logo are reglalorod merkm or ACCRD Page _ of Packet Pg. 1303 16.E.5.a AGENCY CUSTOMER Id: 570000051836 LCC #: �' - ADDITIONAL REMARKS SCHEDULE pa9e — of ACr£NOY NAMED I—Fli"D Aon Risk Services Southwest, Inc, (:ardno, Xnc, sae certificate Number: $70080690229 CARRIER NAIL Gone -- see certfcate Number; 570080680229 •.ti h.Tl h�l A! I'IGR■AOVC A00R4 101 I20=01) - -- -- 7ho ACGRo Homo sod Iflge ere raiglelerod murky of ACORG Packet Pg. 1304 16.E.5.a AGSNCY CUSTOMER IDc 570000051836 LOC N: ADDITIONAL REMARKS SCHEDULE Page _ of _ MERCY NAMLCINSUREa Aan Risk services 5authwest. Inc, tardno, Inc. see Certificate Number: 570080680229 CARRIER NAIL CODE see certifiCate Number; 570080680229 erF`criwcbtiTE` ACORD 101 (2000101) The ACORD name and logo Ora tuplFlorod marks of AebRG Packet Pg. 1305 16.E.5.a Additional Insured — Automatic — Owners, Lessees Or ZURICH: Contractors THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Policy No. G1 O 0183961 - 04 , Effective Date: 6130/2019 This endorsement modifies Insurance provided under the; Commercial General Liabillty Coverage Part A. Section II —Who Is An Insured is amended to Include as an additional insured any person or organization wham you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1, if such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional Insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10101 edition); or b. The ISO CG 20 37 (10101 edition). such person or organization Is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, wily respect to Paragraph Ca. above; or (2) "Your work", with respect to Paragraph 1,b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional Insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily Injury" or "property damage" caused by "your work" and Included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2, if such written contract or written agreement specifically requires that you provide that the person or organization he named as an additional Insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07104 edition); or b. The ISO CG 20 37 (07)04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bcdlly injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL,162-A CW (11118) Page 1 of 4 InclUdes copyrighted majerlai of Insurance Services Office, Inc., wllh it9 pormiasion, Packet Pg. 1306 16.E.5.a In the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and Included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement, However, solely with respect to this Paragraph 2,, Insurance afforded to such additional insured: Only applies If the "bodily Injury", "property damage" or "personal and advertising Injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (II) Does not apply to "bodily injury" or "property damage" caused toy "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional Insured. 3, If neither Paragraph 1. nor Paragraph 2, above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured; a. Under the ISO GG 20 10 (04113 edition, any subsequent edition or if no edition date Is specified); or b, With respect to ongoing operations (if no form Is specified), such person or organization Is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" Is caused, in whole or in part by; (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operatlons, which is the subject of the written contract or written agreement, However, solely with respect to this Paragraph 3., insurance afforded to such additional Insured, (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily Injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured a. Under the ISO CG 20 37 (04113 edition, any subsequent edition or If no edition date Is specified); or b. With respect to the "pro ducts»complated operations hazard" (if no form is specified), such person or organization is then an additional Insured only to the extent that "bodily injury" or "properly damage" is caused, in whole or In part by "your work" and included In the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional Insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and U.Gt.-2162-A CW (1111 B) Page 2 of 4 includes Copyrighted material of Insurance Servlcus office, Inc., wrath As pai misslon, Packet Pg. 1307 16.E.5.a (4) Does not apply to "bodily Injury" or "property damage" caused by "your work" and Included within the "products -completed operatians hazard" unless the written contract or wrltten agreement specifically requires that you provide such coverage to such additional Insured. E. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising Injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services Including; 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2, Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any Insured allege negligence or other wrongdoing In the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising Injury", Involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2, Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section Iv — Commercial General Liability Conditions: The additional insured must see to it that; (1 ) We are notified as soon as practicable of an "occurrence" or offense that may result In a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and A request for defense and Indemnity of the claim or "suit" will promptly be brought against any policy Issued by another Insurer under which the additional Insured may be an Insured In any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. (3) D. Solely with respect to the coverage provided by this endorsement: 1, The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Condltlonw Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other Insuranos; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV Commercial General Liability Conditions: This insurance is excess aver: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy Is also covered as an additional Insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional Insured is a Named insured on such other policy and where our policy Is required by a written contract or written agreement to provide coverage to the additional Insured on a primary and non-contributory basis, E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured, t1-G1_-2162-ACW (1111B) Page 3 of I Includes copyrighted rnsteriaf of Insurance Services Office, inc„ with Its permission. Packet Pg. 1308 16.E.5.a F. Solely with respect to the Insurance afforded t❑ an additional insured under Paragraph A.3. or Paragraph AA of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees or Contractors Limit The most we will pay on behalf of the additional Insured is the amount of Insurance: 1. Required by the written contract ❑r written agreement referenced in Section A. of this endorsement; or Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not Increase the applicable Limits of Insurance shown in the Declarations, All other terms, conditions, previsions and exclusions of this policy remain the same. U.GL-2162-A CW (1 V1 B) Page 4 of 4 Inciudes copyrighted material of insurance Services ofifc0, Inc., wllh Its permission. Packet Pg. 1309 16.E.5.a Other Insurance Amendment — Primary And Non - Contributory Policy No. I Err, data of Pol. Exp, hale of POL Eff. f]alo of End. Producer No. GLG 0183961-04 1 0G130119 06/30/20 06130119 14340.000 MO. Pram I Return Prem. NIA I NIA THIS ENDORSEMENT CHAN1315-8 THE POLICY. PLEASE READ IT CAREFULLY. Named Insured. Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance Is primary insurance to and will not seek contribution from any other insurance available to an add itlonal insured under tills policy provided that'. a. The additional Insured is a blamed Insured under such other Insurance; and b. You are required by a written contract or written agreement that tills insurance would be primary and would not seek contributlon from any other insurance available to the additional insured, 2. The following paragraph is added to Paragraph 4.b, of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additionai Insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. Inctudes copyrighted malerlal of Insurance Sarvlces Office, Inc., wilh Its parmisslon- U-GL-1327-8 OW (01113) Pegg 1 of 1 Packet Pg. 1310 16.E.5.a POLICY NUMBER: SAP 0183962-04 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEA51E RFAD IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement Identifles pers❑n(s) or organization(s) who are "Insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form, This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated below. Named Insured: CARDNO USA, INC. Endorsement Effective Date: 06130/2019 SCHEDULE Name Of Person(s) Or organization(s); ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXPECT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW to complete this Schedule, if not shown above will be shown in the Each person or organization shown in the Schedule is an "insured" for Covered Autos Labillty Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained In Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph t7.2. of Section I — Covered Autos Coverages of the Auto Dealers Ccverage Form. CA 24 Q8 1 d 13 Insurance Services Office, Inc., 2011 Page 4 of 1 Wolters Kluwer Financial Services I Unlfcirn Fnrms"' Packet Pg. 1311 16.E.5.a F.. iY-9 Request for Taxpayer (live Form to the lRev,00t0oer201II) Identification Number and Certification requester. Do not I]epvlmsr,t of dwTrmury send to the IRS. Intov11%enuoservk�q ► 4o to www.fre.pov/FormW9for Instructions and the latest Infounatlen. 1 Namo tan shown on your In4oma tax relurni, Name le rmqulred on thte Iino; do not leave Ihlo lino blank, Cardno Inc 4 Bualne-u numardiaregwdud entity name, II dlllerent from above '' 9 Check opproprinto box fur federid Itx dlgs114earlon of the parson whose nama la nntormi on line 1. Check only one or the 14 Exemptions (nades upply only to following woven boxed, certain onttltela, hat Indlvldusls; awn Inolrucllena on pagn 3): I7 Indlvlduallooleprpprfotmof ® gCnrperarlpn ❑ 3CPrporatlon ❑ Partnership ❑ Trustfeslale p einglo-mambo( LLC Exempt payea coda Qr anyj $S © Limited llubllisy company. Enter the lass olawoltketton (OnG corPomtl0n, $-8 corporation, P :Porinoratrlp) ►� p Note: Chook the rapprts�sate box In the Ilse aWva far the twat olaaei mVnn of the single-mamber owner. Do not Check txemptipn tram FATCA reponing LLC If the LI.0 le clpeelllad sa a aingta-member LLC Ihat Is dferogarded from lho owner unlose dto owner of the LLC W code Of any) c — another LLC that la not dNregordad From the owner for U.B. fadaral tau purposes, Ctharwlss, a sing;e+mem6e, LIA that o. ' la dleregardod fmm the owner should chock the appropriate box for the tax olasstfloetlan of its owner. 4thar(saolnwtrucllon ■ �+naro,re,w�,�uma+e:eaaouev+ual r; Addroaf (number, street, and opl, or quite no.) Beg Inalt,rcuant ffegoastsea name and addmaa (optlanar 10004 Park Meadows Drive Ste #300 ( nteryour TIN In the appropriate box. The TIN provided must match the name given on line 1 Ia avoid backup withholding. For IndIvIdusla, this Is 9"jorally your social aq*v fly number (SSN). However, for it eole proprietor, or disregarded entity, saa the ihstruatlons for Part I, later, For *that I social security nurnmor - - realdentalien, entities, It Is your employer idenlifloation number (EIN). If you do not have a number, see Flow to gat a 77N, later. Note: If the account is In more Iha) one name, see Ilia Inatruatlons for line 1. Also son What Name and or I 10- nployer Identifioatlon num Number -ro Ove the Requester for guidelines on whose number to enter, 4 5 - x 61 5 -j Under penalties of perjury, I certify that; 1. The number shown oil this form is my correct taxpayer Idantlftoatlon numhar (or I am waiting for a number to be leeued to me); and 2.1 am not Subject 10 backup whi,holding beoaueat (a) t am exempt from backup withholding, or (b) I have not been notlfled by the Intemal Revenue Service (IRS) that I am subject to backup withholding as a rdsult 0f a failure to report W Int®rest or dlvldends, or (q) the IRS has notlffed me that I am ria longer sublaet tv backup withholding; and 3, I am a U.S. citizen or other U.S. parson (deflned below); and 4, The FATCA oode(8) anlared on lhls form Of any) indlonting that I pm exempt from FATGA reporting to correot, Cartlfioatton lnalmotlana. You must cross out Item 2 above If you hnve bean noosed by the IRS that you are currently eubject to backup w4lthciding because you have failed to report all Interest and divlUdnda on your tax return, For real estate lraneactlons. Item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of saaurad property, canodlatlon of debt, contrlbuilona to an Individual ratirament arrangement (IRA), and (;morally, payments other than Interest and dividends, you aro net required to sign the csnllleatlon, but you must provide your correct TIN, See the Instructions for Part 11, later. argn I Signmwe of y/ Here U,8. parson r~ Date f- s Form 1000-HIV (dividends, Including those from storks or mutual General instructions funds) Section references are to the Internal Revenue code unless otherwise , Fvrm to99-MISC (various types of Income, prize$, awards, or gross noted. pmeaeda) FuWra developments. For the latest Information atloul developments o Form 1090-13 (arook or mutual fund sales and certain other related to Form W-9 and its instruatigns, auoh as legislation enacted transaotlons by brokers) after they were publlshod, go to www,Irs.potr1F6rrnW9. r Form 1099-3;proceeds from reat estate trdneepilans) Purpose of Ferro • Form }Ogg -It (marchant card and third party natwotk Iransacttane) An indluidual or entity (Form W-9 requealoo who Is requlred to Ilia an + Form 1098 (home mortgage inlamrI),1098-E (student loan Interest), Information return with the IRS musk obtain your oorrect taxpayer 1098•T (tuition) Idontftation number (TIN) whleh may ba your soolat seourlly numhsr + Farm 1099-C (aancolod dobt) (SSN), Individual laxpayor Idenlifloatlon number (ITIN), adoption . Form 1130-A (acqulsltiort or abandonment of secured property) taxpayer ldenlllicaflon number (AT1N), or employer identlfh:atlon number (FIN), to report on an Information return the amcunl pAld to you, of other Use Farm YV-9 and if you are a U,S, person (Inoluding a resldenl If you e a amount roporlable on an information return. Examples of Informaton alien , to provide our t N. a P Y relums lnolude, tlul are not Ilmiled to, the following. If you do not refum Form W-9 fa the rugooster With a TIN, you might be subject !b backup withiwidfng, Sea What Is baokup withholding, + Form 1099-INT (Interest snmgd or paid) Iatarr. Cat. Na, 1423IX Faral W-9 (Ray. 110-201ri) Packet Pg. 1312 16.E.5.a W1059 Request for Taxpayer Give Form to the F,,, Identification Number and Corkification requ9lrter. t)o not (Flaw, Oaloblr2018) Oapwimer7totlhsTreasuey send to the IRS. lrxgnal FW11 vgSuvft I► Go to wwwJmgov1ForrrtW9 for instructions and the latest Information. t Namu (uu shown an your Inoome lux ralum). Name la raqulmd an this line; do not leeva thlu Iho blank. Cardno Inc 2 Ruefnosa namardlaneparded antily nem+a, it dffatehl (rum above r7 d Check appropriate bolt V federal tax clandriccilfOn of the persoh wltota name 12 pnlered oil line 1. Chock Only ono of iho a rrxwmptlone (oodus apply orgy to rollowlhg aevuA boxes. berteln entillea, not frxAviduals; me instructlons On pago3); �—'I © IndIvIduaUsole proprlalof or G Owpotetlon 11S t-.orporation 0 1`00rietsNp ❑ TNRVoelele airYjle•Inamtwr LL.0 Exbri pt peyaB wade Of ar o_ GI urnitad Ilablflly oornpany. Enter the tax eiasetfiopilan (C-C carporatton, 5=8 o4rporallon, P+Paruwrshtp) o Notw Check the appmpMle box In Ole Me obove for me tax aiaasitfcellorl of Itm afnple•rnomber owner. Do not check LLC 11 the LLC Is as a %ingla•mamber LLO Ihot le dlyrogardod from the owner uhlasa the owner el the LIC h Fzamption from FATCA foWIr9 V c — olanallled artothor LLC [hilt 1a not dlerepo,Kted cram 1110 owner for U.S, federal tax purposes. rytfwwlse, I "Inpla-member Lib [hilt coda t dRY) Z6 la dllaegerded from the owner shoWd shook Iho opproorlate box for the lax oloaailioation at Me owner, Other see Inchuallons)Y I�WPr^�lo o�oo,me m�aai,ue u,11W0aN 48f y 5 Addrwu (number, utrenl, and apt. of 010 no.) See Inatnmttorw Requester's name and oddroaa {optlonaq 10004 Park Meadows Drive Ste #300 0 City, [:hate, and 7JP coda LoDe Tree, CO 80124 T flat account number{%) here (opllohd4 Emoryout TIN In the appropriate box, The TIN provided must match the name given on line 1 to avoid Social eeour[ty numbar bsdlcup withholding. Far lndlvlduafa, t111s Is ganerAy your social security number (SSN). However, for a reI--t--� sident allan, sole proprietor, or disregarded entity, see the Instrucllons for Part I, later, For other rFTI - entitles, It Is your employer ldentllloation number (Elie), If you do not have a numbar, sea Flow to got a 77N, later. or Note: it the account is 1n more then one name, pao the Il%stituotlons for I,no 1, A1so see What Ngrno and $inlayer tdantrfloation number Number To Glve tho Requester for guldolfnes on whose numbar to enter. �� — a 6 6 9 s G 5 Under penalties of perjury, I codify that: 1, The number shown on ihta form is my oormot tsxpayar tdttrltlfleation number (or I am walting for a numbal' to be isauJ t0 tine); and 2,1 am not subject to backup wilhhotding because. (a) I am [exempt from backup withholding, or (b) I have, not beep notified by the Internal Fievonue 8"lga (IRS) that I am subject to backup wlthlVding as a reeult of a failure to report all Interest or dividends, or (o) Me IRS has not.1nod me that I am no longer sublW to backup withholding; And 3.1 am a. U.S. o)tlzan or other U.S. person (doffried balow); and 4. The l:ATCA codes) onterad an I tis form (if any) Ihftallrtd 111811 am exempt ham FATCA ieporltng is correct. Ceti lication Instrua lone, You must cross out Item 2 above it you have been notlilad by the IRS that you are currently subject to backup withholding because you have Nlied to report nil Interest and divldenda on your tax return. For reel estele trensaolion% hem 2 does not apply, For mvrtgpge interest paid, acquisition or abandonment of [[soured properly, oamNlation of debt, contributions to an IndtVldUai rattrament arrangement (IRA). and ganerary, payments other than Interest and dividends, you are not required to sign the 4artificatton, but you must provide your correct-nN. See dxr Inatructfon5 for Part 11, later. wgriewre of U.& plan w /-r General Instructions SwAorl references are to the Intemal Revenue Code unless otherwise noted. FUhre developments. For the latest Information about developments related to Form W9 and Ito lnalrmogons, suoh as legislation 9rtocted attar they were published, go to Irww.f13.gov1Fo1n7W9. Purpose of Form An Individual or entity (Form W-D requester) who Is required to file eln (nfotmatlon return with the IFS must obtain your correct taxpayer Idandficstion number MN) whloht may he your social sreoutlty number (;3W, Individual taxpaycrldantigoallon number (MN), adoption taxpayor klontiiloatfon number (ATIN). or employer Idenliticatlon number (EIN), to report on an Informallon return the amount paid to you, or other arriaunt reportable an an infarmailon retum. Examples of lnformatlon ralums Include, but era not limited to, the following. + Faml 1099-INT (intamal earned or peld) beta w • F wm 1090-DIV (dlvldende, Including these from stooks or mutual funds) + Form 1 MD-fv11SC (various types of Income, prizes, awards, or gross proceeds) % Form 108E-3 (stock or mutual fund sales and certaln other lratisdotlons by brokers) h Form 1099-5 (proceeds From roal estate bansactfans) • Fornl 1099-K (merchant curd and third party network transactions) Form 1090 (home mortgage Intaresl), 10V-E (student loan Irtsrest), 1098-T (tuition) • Form 1009-C (canculed debt) ■ Form 1089-A (acqulsltlon or abandonment of sawred properly) Use Form W-9 only If you are I3 U.S. person (Including a reaideni alien), to provide your correct TIN. ff you do not return Form W-910 the requester wtth a TIN, you 011ght be su0cf to backup wnhholding. See What Is baokup withholding, later, Cm, No, 10231k Foal W-9 (Rev. f4.2015) Packet Pg. 1313 16.E.5.a Exhibit "A-4" Agreement No. 18-7432-EV TO FOLLOW THIS PAGE Page 8 of 10 Assumption Agreement Agreement Nos, 18-7432-CE, -UP, -UC, -EV, -RB, Packet Pg. 1314 16.E.5.a PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) U CGNA [I No"GNA, Contract f/ "18-7432-EV for "Professional Services Library-Environrrlentai Ernring Cateo THIS AGREEMENT is made and entered into this � day of , 2020 by and between the Board of County Commissioners for Collier County lorida. a political subdivision of the State of Florida (hereinafter referred to as tile "COUNTY") and Cardna, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300 Lone Tree, CO 80124 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and [M:] WHEREAS, Section 287.055, Florida Statutes, Consultant's Colripetitive Negotiation Act, "CGNA", makes provisions for a fixed term contract with a firm to provide professional services to a }political subdivision, such as the County; and *WHEREAS, the COUNTY has selected CONSULTANT in accordance with the previsions of Section 287,055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and lacks as may be required from tin7e to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows; ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time Upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The tern? "Services" Includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively oral all. I05A I'r,ukd IcIf' r1"041rIII np,l;�hitIam.III7unH Vag Packet Pg. 1315 16.E.5.a 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular VVork Order, The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287,055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties, F7 Work order assignments lot, CCNA contracts shall be made In accordance with the current Procurement Ordinance, as amended. 1.4. ENJ (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, Including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Libra flotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager, d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated, e, Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) In any twelve (12) month period i-nay be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed farm must be provided to the Procurement ❑ivision by the County's Contract Administrative Agent/Project Manager. cd. Once a full rotation through all firms in a service category is complete, a method that attempts to Impart an equitable distribution of work among selected flrrm will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 11r .3Z I1ti,1 I i54-d.rr1111 l 011111HunS'i"nrWucll.SlI71I07 Vol Packet Pg. 1316 16.E.5.a 1.4.1.1 Professional Services Libra — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative AgentlProject Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order_ Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for sLlcl7 Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scrape, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement, 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY Linder this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.8, All duly executed Work Orders (including all written Amendments or Change Order's thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1. i 1. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY_ I'91�t' 3 e�f 33 I'SAIIwdTe1$11Ci'Iitl -19COAVA'lI(II1(40Wt1 ram` ti Packet Pg. 1317 16.E.5.a 1.12. The CONSULTANT designates IDouglas Stoker, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified ilceased professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order_ The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promplly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1A4. The CONSULTANT represents to the COUNTY that it has expertise In the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 ES.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0791(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER M, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Stilte 102 Naples, FL 34112-6746 Telephone: (239) 252-8383 Paige d ol'33 MA I NO 'I'M9 011IM1wn9 Offilfo,ci 3011 FJU) ygtl ' Packet Pg. 1318 16.E.5.a The Contractor must specifically comply with the Florida Public Recoils Law to: •i Keep and maintain public records required by the public agency to perform the service, 2, Upon request frol7i the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, 3. Ensure that public records that are exempt or confidential and exempt from public records diSCloSure requireimrits are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor rues not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records In possession of the Contractor or keep and maintain public records required by the public agency to perform the service. if the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. if [lie Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1 15. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following; Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductlons. ,After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT_ The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1-�xrJ I von t'4)nlp1twiK eLmi`art �u1711111! yet ' Packet Pg. 1319 16.E.5.a 1,17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY`s prior written} consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AUtoCAD DWG or MicroStation DGN format on a CD or OVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83190). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY, Information layers shall have common naming conventions (i.e. right-of-way - ROW. centerllnes - CL, edge of -pavement - EOP. etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1, If auttiar'ized In writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized In the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services Linder this Agreement, such authority will be as established it) the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services, The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to Obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2,2, if the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order, I'nge A rjl 33 I'tiA h vc,l I L11M C0116140119 L'111"M 2071"? Vea Packet Pg. 1320 16.E.5.a ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement thereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive Information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. 'The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b, The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendatlons on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b, Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order. including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information In the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set foilh in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a tirne schedule (,.Schedule") for the performance of the Services required under the subject Work Order_ Said Schedule shall be In a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, NSA Piud Ic;nli'un$nalu41 0minicl 017.00U Vdo.2 Packet Pg. 1321 16.E.5.a performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services tinder each Work Order, 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect. Including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-or.rts, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, slating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.1 Unless otherwise expressly provided In the Work Order, no interruption, interference. inefficiency, suspension or delay in the commencemet)t or progress of CONSULTANT'S Services from any Cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of Its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to [lie Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4A. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments dire and awing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Carder or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4,6. The period of service shall be from the elate of execution of this Agreement through five (5 __) year(s) from that date, Or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (_L_ ) additional one (L _) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terns and conditions contained In this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the and of the Agreement term then if) effect. Pap: K nr 33 I`SA htierl 101n1 c"011truung!'rnlmsl10 1.11,110 YO 7 i"; , Packet Pg. 1322 16.E.5.a ARTICLE FIVE COMPENSATION 5.1 _ Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order, The Project Manager, or designee, reserves the fight to request proposals from this agreement utilizing any of the following Price Methodologies. Lump Sum (Fixed Price); A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number Of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodobgy is generally used in projects in which It is not passible to accurately estimate the size of the project, or when it is expected that the project requirements Wainer most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project, 5.2, The hourly rates as set forth and identified in Schedule S. Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. [j Grant Funde& The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estlmate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of ail records, docttnlents, drawings, notes, tracings. plans, MicroStation or AutoCAD files, specifications, snaps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT tinder the applicable Work Order ("Project Documents"), The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and inter-nal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation. CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has ftlil right and authority to grant this license to the COUNTY. Further, CONSULTANT Ihrgu 11 „f ;1 fSA I'im d I L-1lrl ('urruIItIMA l iswrucl 2011 nf19 Vet 2 Packet Pg. 1323 16.E.5.a consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination For any reason or to perform additions to or remodeling, replacement or renovations of the subject projector task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of Five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTiCLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement, This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in paragraph 8.1. 8.1. To the extent that the Agreement pertains to a "Professional Services Contract" as defined In Section 725.08(8), Florida statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE EIGHT) I;ago 10 of 33 �'4A I' iycd 'I cn++ Cnnlinsiir� Canlruei 2Q4T +�r1i) V(•+ Packet Pg. 1 4 16.E.5.a ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance render the Contract ❑ocllments, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the Slate of l"lotida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9,3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to rneet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2, Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9 3.3. All Insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9,3.4, The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.D. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida, 9A, The CONSULTANT, its subconsultents and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5,2, The insurance company must have a cr.rrrent A. M. Best financial rating of "Class VI" or higher. I'SA I med ll,Fsv* bntuwi(iv Coiswwt 11117001) Vc, ' Packet Pg. 1325 16.E.5.a ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF -10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant Or otherwise, shall be subject to the prior written approval of the COUNTY, No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may (lien otherwise exist withOLIt regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted In the attached schedule. CONSULTANT shall also identify In that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified In the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT Is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or Subcontractor. to the extent of the Services to be performed by the subconsultant Or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, asstimes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4, The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 111,1. The CONSULTANT'S acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of [lie Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as NM P stied I4l III VINIlIImilIV i ollimm III117 i104 VO 2 Packet Pg. 1326 16.E.5.a unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12A. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all tames have the right and option to terminate this Agreement by giving to the other party not less, than thirty (00) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion Under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons- (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whale or in part, by giving the CONSULTANT seven (7) calendar days written notice of the rrraterial default. -12.5. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination giver) pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below, 12A. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12,1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. in the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be iinnited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage, withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, Including, but not limited to, anticipated fees or profits on Services not required to be performed, CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5, Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth I'o-;�o- 1 4 ol'M I tiA IIIxvjliiln ('UntIII;IisI 4 [�oiiIvL10 21117 bull Vr1.2 Packet Pg. 1327 16.E.5.a and described in this Agreement, including those described in Article B. that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders, 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY falls to make any cindisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. if the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultanl or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT'S intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days` written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but In no event shall CONSULTANT be entitled to payment for Services not performed or any other damages fiion) the COUNTY. ARTiCLE THIRTEEN TRUTH iN NEGOTIATION REPRESENTATIONS 13A. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, Other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual ar firm, other than a Mona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. Q CCNA Projects: In accordance with provisions of Section 287.055. (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -in -Negotiation Certificate, attached hereto and incorporated herein as Schedule L], certifying that wage rates and other factual Will costs supporting the compensation tot- CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclsrde any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, +'hA I I\rd r rills CruHIuulHp (i�flliflti'I 2017llih) Var.: Packet Pg. 1 871 16.E.5.a or noncurrent wage rates and other factual unit costs. All such adjustments shall be made within one (1) year fallowing the end of the subject Work Order, ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1, CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to he bound by it. 15.2, In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed_ 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16,1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following hie COUNTY's address of record; Board of Coutity Commissioners for Collier County, Florida Division Narne: Division Director: Address: Administrative Agent/PM: Telephone: F-Mail(s): Procurement Services Division Sandra Herrera 3295 Tarniami Trail East Naples, Florida 34112-4901 Evelyn Colon 239 252-2667 Evelyn. Colon 2colliercount fI ov I°sigc 15 n1'31 ISM Viud ]Vrm CoWlIn"ilp C OV11ltl 21)17,Ulwu Vrr 7 Packet Pg. 1329 16.E.5.a 162 All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name, Address: Authorized Agent: Attention Name & Title: Telephone: E-Mail(s): Carding, Inc. 1821 Victoria Ave, Pt. Mvers, FL 33901 Douglas Stoker, PE, VP 239-337.3330 dour .stoker cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCI=LLANEOLIS 171. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2, No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of eillier party 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part. by CONSULTANT without the prior written consent of the COUNTY. 17A, Walvers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5, The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17,6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements ar understanding shall have no force or effect whatever on this Agreement, 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. llaLc 16 1,003 1!M I Iced I'viIII Caow1111MIIV 01"Irml2.1117+1{I'1 \', Packet Pg. 1330 16.E.5.a 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORT( ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule O CCNA Proiects, TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other. Federal Contract Provisions and Assurances Solicitation # 18-7432- F-V including all Attachrnent(s), Exhlbit(s) and Addendum/Consultant's Proposal 17,10. {] Grant Funded Pro'ects: In the event or any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approves! Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upar) the CONSULTANT at the COUNTY's discretion, 17.11. Applicability, Sections corresponding to Gray checked box (0 ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement sliali be governed by the laws, rules, and regulations of the State of Florida, and by such laws. rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENTIPUBLIC ENTITY CRIMES '19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has riot paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement, r!] At the time this Agreemeral is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation Certificate identified to Article 13 and attached hereto and made a part hereof as Schedule Q. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, 1111 c 17 ol,33 I'S,1 id-.ull ,till 17,4)11Li Ue1 3 Packet Pg. 1331 16.E.5.a shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to Inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows, "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may lint submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a laid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, of replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant Linder a contract with ally public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the lnitialion of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the paiiies shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval, Falling resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve (lie dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla, Stat. 20.2_ Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement 1711-Ist be brought in the appropriate federal or state courts in Collier County, Florida. which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that It is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S,G. 1324, et Le . and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to 11.IL�! 19 I11 33 PSA hud 'I rn++ Conlin l"10 0011 U.1 1017.004 V4:0 Packet Pg. 1332 16.E.5.a comply with the laws referenced herein shall constitute a bre,an of this agreement and the i3OUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (sipature page to forlowj Inge Ir) (W33 pSa Bead i'ernr C'anNuu�np c',�rnrncr 3017lKiu N"I . Packet Pg. 1333 16.E.5.a IN WITNESS WHEREOF, vthtt partiehereto have executed tl-lis Professional Services Acgreeinent the day and year first abom ATTEST; CFy5tal K. Kinzel. Clerk of Court & comptroller Qc— tate: , �'- s to Chairman s ' •�'i���,t�lr�'o�ly. proved as to Form and Uegality: UTlty Attorltey Name a s I nt's Witnesses: Witness ► cam, I�q Name and Title BOARD OF COUNTY GOMMISSIONERS FOR COLLIER COUNTY, FLORIDA. -et ay: ' Burt L. Saunders Chairman Consultant: CardnO, Inc. By: NaFt76/and Title pagw 20 of 33 PM Pixcd 9'orm l tp 17.0(V) Vol 2 ti yl: ci c ui m a� c r N C O U O ci E 0 L U c d E d L IM a O Q. Q rn ti as u a� c �a Cn i w U N M Iq rr 00 c a� E u 2 Y Y Q Packet Pg. 1334 16.E.5.a S(.'1lFOULE A WORK ORDER ('ot►trttcl 00-1 000 "Nantc (1f {'onlract , Contract I xpiratim, 1)a1e: I his W(irk (Irdt:r is l'or pn+l�ssjtlllsll scrviE.c,- lilr,Nark known as: I'rujecl Name; Ilrojecl No: '11w w(1rk is '.1wd(ied ill the prullilsttl (lulcil , "I)- Much is tittachcd h(well) and Itmadc it part It& this Work Order. In a(!Q4iRIIL11(T Willi Icrins lull C'On(litit'►fls (41(11e A91'C 11lclit rcl' rcnccd above. tllis Work- 1t1: i naw of Firm 11 c rAS [ j LI41C111CII III tl1C ill[tl('i1C(I p1k117rJ51I tulfl the I;Illn►vin : T,,"k I t< 'rusk 11 d, 'rusk III (ompletu wart, willim L1:Lys bolo the ih1w 111*11le Ni,1ice to proceed %vitiell is tLccnit►I►ttLsrins; Otis Work Ordur. •flnr C'OMS1111altl Llgrel Oini pin' 11'urk (.kd t' ilml omendx bvy(mld tlac L.'lpiraliLtn dale af'Agreemcait # (1(7-(ltl0(7 will vurviv k! and rcllmio silbit:0 to the le"Ils LIIILI c'mwltl()1 oritim P�v'L'l.'mvm t111til Ell+' anll►Iclicln (tf'tenitinalinll ul'llli4 W(lrk Older. (. 11�j��iClt4 Ifitt' Ill LICCONIOnce witi1 the Alp-t'Clllclll rolcra wed Id1ti c. lilt: Counly Will uslnlp+ns(Llc 111C !'ll'Itl 111 :ICCl11'tIa11C4 lei it kil I'mIoxving metll(1d(s): ❑Nugoticlted [.lullp Som (NI,S) 01AI ►tis �iUln 111us 1LOM111111atllc �'C15IS (I.S t R(.') [_ f'I' me 1l Ivlo-ttc' ( WO (cslablislled Ilrrtll'ly rate - Sehcduic A) :](-t1tiL Pluti FiWd I-Ov (t'ITI (deilne 1vhlCh I1 otho(I will be lIsod R11• will Gil IllsAs) cis ptavidud ill the attadleo prtlis{mal, 1"l�'Ir1[. I'lil: I'Rlsl'A I(I'D 11y: I'%I1111C Will ThIC I )-aw A11I'It[7VIA) BY- - ` -- -- _ ----- (D 111 NLuftea , I)ltirisloll I)Ire!clrsr Dim: type manic, Depitrimctll I lead Ii% 1754' %1111NIItIIt Ixltlw. tlIv I: If III (incI1x11fIe Irtnl+lu5 et1%, %III'vQ,s;If hirnr I11iC11t`1 Coil 1hVb. 11)11Iw[L-11f III jvI. NcLy, iIl,IL.Io itIU Iloit(JI'(IiOr kflL}1110100 1014 bi!Iltll, L ,C I,'411fl! IIICIti ('L}Ij['L'Ri1111; IM"A II C%CIt. Il? CpLI rL:Iit pIani IV II IolvlVit fit LI411Y Ily III11EI?)I!MI. L'Itlll ll IOLUltl, 111 pf1llIFdI 1111011. rn MLIle l lt,I ac7MrnI01 I d A I CS all l lu+ I111 III)'-, 111ul Uefpr rm wltu(hcr Ilse I ttnl 111tK it V111o11usl 1:uulna hu,r "VC11 101!l dlRCl(*U'l ,t(1Llimillall)', IhL11'iflt► II0CCB In mullG thr I+IUt IIf4'111C11) Nl[PIor. wl wlllll� $101111-48 nnLllS 11h IC11f11111@, ILI�All1 :ICIII,+) i11 I+oLfllll:ll C,1111114t 11F Imo um Illlll 1lmes duff llL dL�' `<'L 1 k { h,lt'1 {uldllll Ililllii'1 chI1;ILLI111 ACO."I'1'tiD RY: (Firul hllfflO N;Illlu & "I'ill(: j1r r111tjtL11'iVCCI 011IM' )late PM Vl-wd T0111 ('p111i11111118 Ctt11 met ifll'I flip') Vr1 Packet Pg. 1335 16.E.5.a SCHEDULE IS BASIS OF COMPENSTATION 1, SERVICES 13.1,1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement_ If the parties reach an agreement with respect to such Services, including, but riot limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 13.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (1i) the estimated charge to the COUNTY for the reimbursable expenses applicabie to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's goad faith analysis. B.1,2, All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services; which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. 13J .5, All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for sLrch Services. t3.1,4_ Upon issuance of a Work Order as aforesaid, CONSUL"rANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 2. COMPENSATION TO CONSULTANT 13.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY, 13,2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period issubject to non-payment under the legal doctrine of "lathes" a$ untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Voge 22 [!1 33 hSA ftr;od I'c1110 :417 U(") ti'ri Packet Pg. 1336 16.E.5.a B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum_ 13.2A. [N Time and Material. Fees: Direct Labor Casts mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B, With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 8.3.4,1 below. There shall be no overtime pay an Additional Services without the COUNTY's prior written approval. B.2,4,2. Notwithstanding anything herein to the contrary, In no event may CONSULTANT's monthly millings, on a cumulative basis, exceed the sure determined by multiplying the applicable not to exceed lask(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2,5. [-g Lump Sum Fees. The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle_ Among other things, the report shall show all Service items and the percentage complete of each item_ There shall be no overtime pay without the COUNTY's pflor written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total Fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. Thera shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2,7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five. percent (5%) on the fees and expenses associated with such sut}c017sultants and subcontractors. B.2,8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and 111tbe 23 ol`31 V.%A I, ixed I r} m u:4 jo ifluwF ('qlm ivi 2017 UUu Vet-2 Packet Pg. 1337 16.E.5.a rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY, Notwithstanding anything herein to the contrary, the CONSULTANT shall Submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. 13.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual worts done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order NUMber and Project name and shall not be submitted more than one time monthly. 13,2.10, Notwithstanding anything In the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement. CONSULTANT shall continue to perform the Services required of it tinder this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3._ REIMBURSABLE EXPENSES 13,3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense, 13.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no rnarkup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agrearnent. Reimbursable expenses shall be invoiced for the expenditures Incurred by the CONSULTANT as stated below. 5,3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3,2, Travel expenses reasonably and necessarily Incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY, Such expenses, if approved by the COUNTY, may include coach airrare, standard accommodations and meals, all in accordance with Section 112.061, F.S, Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 53.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. I111ye 24 1' 13 PyA I`I%t!J IoIII i ITin IF7LHI5R{:uluIrM.20PIh19 Yrr f Packet Pg. 1338 16.E.5.a 5 3.3.4. Permit Fees required by the Project, 5.3 3,5. Expense of models for the COUNTY's use. 5.3,3,E Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order, 5.3.3.7. Other items on request and approved in writing by the COUNTY 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable: expenses, incurred by CONSULTANT in the performance of the 8evvices. 5.:3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. II"A H w[I I ern CoillIf4unt(1 C,'011111,0 'II I f OIN Vo . Packet Pg. 1339 16.E.5.a SCHEDULE B - ATTACHMENT 1 FATE SCHEDULE Title - Principal -- — --- _Senior Project Manner Project Manager En-Ineer Hourly Rate — $238 $175 $125Engineer _Senior Se(16 i�ctor $95 $-117 -- - _ Inspector ------- — - Senior Planner $95 -- $164 Planner —_... _$130 _ Senior Designer T $120 _ Designer $109 Environmental Speclallst _.� 0.9 Senior Environmental Specialist ScienkistlGeolo ist — $1 20� _ $115 _Senior_Scientist/Geologist Marine_ Blologlst/Hydrogeolo ist u- — $133 Senlor Marine Biologist/H drogeologist _ _ Senior GISSpecialist � --- u GIS S eclallst T-- $133 $149 _- r $114 Clerical/AdministraVye _ 73 Senior Technician $102 Technician Surve or and Ma _ er $142 CADD Technician_ $95 - - Survev Crew - 2 marl— Surve-y Crew - 3 man $185 Survey Crew4 man _ — Senior Architect Archikeck��..�_. $213 177 $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive, Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. #11 Grant Funded: The above hourly rates are for purposes of providing estirnate(s), as required by the grantor agency. rlage 26 nl'33 1",A I Iv wd I'pril Cbrulnufu�,, 'DJIIT110 2017 WO Vl�I Packet Pg. 1340 16.E.5.a SCHEDULE C INSURANCE COVERAGE 1, The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self -insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -insured retentions or deductibles will be CONSULTANT's sale responsibility, 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without inlerrUption from the date of commencement of the services until the date of corripletion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer.. 4. Certificates of Insurance acceptable to the COUNTY shall be filed with the COUNTY within ton (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, an a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In [lie event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. E. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement, 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subronsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconstlltant are expressly waived in writing by the COUNTY- B. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge t17e CONSULTANT for such coverages purchased, if CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, l';rge 27 ril'3:t I1,5A I Ixed I,11311l., t(ilit' III gC01III MAJIlI70ri4)Ve0 Packet Pg. 1341 16.E.5.a the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and C:CNSULTANT. The COUNTY shall be under na obligation to purchase such insurance, not, shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement, 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(les). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUN`rY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? FEI Yes [:] No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida, The arnounts of such insurance shall not be less thao: a, Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $1 ,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. -11 United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work_ iteiluiruc4 iiy rius xgrccwVilr' 0 N'es ANI No '12. Maritime Coverage (,!ones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes [4-1 No 13, COMMERCIAL GENERAL LIABILITY. Required by this Agreement? [111i Yes I._-] No A, Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage, Products and Completed Operations coverage shall be Nific Zit u!'33 FSA 1' mild Cons C'ummuingCopil ul :1)171M11 VC 3 Packet Pg. 1342 16.E.5.a maintained for a period of not less than five (5) years following the completion and acceptances by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following; Coverages shall have rninimurn limits of $ 1.000 000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate: Limit under LIMITS OF INSURANCE applies separately to each of your projects awry from premises owned by or rented to you." Applicable deductibles or self -insured retentions sl►all be the sole responsibility of CONSULTANT. Deductibles or self -insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or hislher designee, 14. Collier County Board of County Commissioners, OR, Board of County Commissioners In Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate~ for Commercial General Liability where required. The insurance shall be primary and non-contributoly with respect to any other insurance maintained by, or available for the benefit of. the Additional Insured acid the Contractor's policy shall be endorsed accordingly, Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15, Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit show;' in subparagraph (1) above if applicable to the completion of the Services tender this Agreement. Required by this Agreement? FW Yes ❑ No -10. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5.000,000 each occurrence if applicable to titre completion of the Services under this Agreement. Required by this Agreement? Q Yes W No '17. AUTOMOBILE LIABiLITY INSURANCE, l;eciuired by this Agreement? L Yes [I No Business Auto Liability: Coverage shall have 171411mUrn limits of $1,000,000 Per Occurrences, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, [-Bred and Non -Owned Vehicles and Employee Noll -The ownership. 13. TECHNOLOGY ERRORS and OMISSIONS iNSURANCP. Required by this Agreement? n Yes ] No Nigu 29 of 33 I+4h i iK d'I's rtu l'pl+tinun+�; l:+}ntnce N017,009 Wr 2 Packet Pg. 1343 16.E.5.a Techno,100 Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. •19. POLLUTION INSURANCE. Required by this Agreement? 1.01 Yes ❑ Na pollution 111surarice: Coverage shall have minimum lirnits of $ 1 oo o 000 Per Occurrence 20 UMBRELLA LIABILITY. A, Umbrella !viability may be maintained as part of the liability insurance of the CONSULTANT and, if so. such policy shall be excess of the Employers' Liability, Commercial General Liability, and Autornablie Liability coverages required herein and shall include all coverages or} a "following form" basis. D. The polhry shall contain wording to the effect that, in the event of the exhaustion of any underlying lirnit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21, PROFESSIONAL LIABILITY INSURANCE, Required by this Agreement? A Yes J__, No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal Iiability for claims arising out of the performance of professional services Linder this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. SUCK insurance shall have limits of not less than $ 1,000,000_ each claim and aggregate. 6, Any deductible applicable to any ciain7 sl4l be the sole responsibility of the CONSULTANT. teductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first Performed by CONSULTANT or the COUNTY. and the date will not be moved forward during the tern) of this Agreement acid for five years tilereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for all unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified Mall, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY 1111w 3041 f.13 PtiA Fixed Teti {:nn1NiUmg fi'oltlriwl 2011 UiFi Var ? Packet Pg. 1344 16.E.5.a 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blLleprints, and other printed documents in an arnount sufficient to cover the cost of recreating or recol7stRICting Valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY, A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximurn credit available frorn the professional liability carrier for a reduction in the prernirun of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and an any subsegUent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of 117e COUNTY for the provision of projecl-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self -insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager- 1. The date the professional Ifabiifty insurance renews. 2, Current policy limits. 3. Current deductibles/self-insured retention, 4. Current underwriter, 5 AmOLInt (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6, Cost of professional Insurance as a percent of revenue. 7. Affirmation that the design flrrrt will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide {professional liability insurance, naming CONSULTANT and its professional subcoosultants as named insureds. END OF SCHEDULE C I';Ege.til oNU 1'SA I M-d I'iina C;1IMIA1111 , i np111iu•I 2011009 Wr 2 Packet Pg. 1345 16.E.5.a Elthis schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance With the Consultants' Competitive Negotiation Act. Section pany's5 Ala orida �� Statutes, Cardna Inc, hereby certifies that wages, rates and other factual unit costs supporting the compensation for (lie services of the CONSULTANT to be provided under the 9 rofessi�nalces Agreement, concerning "Professional Services Libra -Environmental En inearin Cite o project is accurate, complete and current as of the time of contracting. BY: TITL T r` /'4v `-'V Page 32 or 33 PRA 1°fixed To(,, Cnnunuln$C,aiulec12017,009 Ver 2 Packet Pg. 1346 16.E.5.a SCHEDULE E Other: Federal Contract Provisions and Assurances Pescription) [101 fallowing this page (pages � through ❑ this schedule is not applicable huge 31 tiff 33 f SA I'tNud 10111('LtPtllnl�•���� � "Till:•.t'I':!�l1', � �" %'rl Packet Pg. 1347 16.E.5.a EXHIBiT I FEDERAL CON -TRACT PROVI$IO IS AND ASSURANCES PLDLRAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in pei t by the Federal Government, or an Agency lhereaf, Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive Orders! The Sub -Recipient (County) agrees Iri Include in the subcontract 018t (i) the subcontractor is hound Ly the terms of the Federally -Funded Subaward and Grant AgreeniaM, (ii) the subcontractor is bound by all applictnble state and Federal laws and regulations, and (111) the subcontractor shall hold the Division and Sub-R ebpieni hanniess against all claims of whatever nature arising out o- the subcontractor's performance of work under Ihis Agreement, to the extent allowed acid required by law. Specifically, the Contractor shell be responsible for being knowledgesible and performing any and all services under thls contract In accardance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances- 2 C.F.R. Part 200 Uniform Administrailve Requrrerrlents, Cost Principles, and Audit Requirements for Federal Awards qA C-F.R. Part 206 The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 2$$. as amended, 42 U.S,C 5121 at seq,, and Related ALrthorilles I"FMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporfing The contractor will provide any Information required to comply with Vie grantor agency requirements and regulations pertaining to reporting. It is important that lice contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain Inforrnalion, docurnerhtation, and other reporting In order to satisfy reporting requirements to the granting agency, Access to Records; (1 ) The contractor agrees to provide the County, the (=EMA Administrator, the Comptroller General of the United Slates, or any of their authorized representative's access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts anti transcriptions as reasonably needed, (3) The contractor agrees to provide the FEIVIA Administrator or his authorized representatives' access to construction or ottler worst sites pertaining to the work being completed under the contract. (3HS Seal, Logo, and Flags; The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agar7r.y officials with011t specific FFMA pre- approval No Obligation by Federal Government. The Federal Government Is not o party to this contract and is not subject to arty obligations or liabilities to the non -Federal entity, coniractor, or any other party pertaining to any matter resulting from the contract. Prograrn Fraud and False or Fraudulent Statements or Related Acts, l'he contrsrclor acknowledges that 31 U.S.C. Cliap. 38 (Administrative remedies for False Claims and Statements) applies to this contractor's actions pertaining to this contract. EXHIBIT I - 1 Packet Pg. 1 871 16.E.5.a EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with rnandatory standards and policies relating to energy efficlency which are contalned In the state energy conservation plan issued ill compliance with the E-rargy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform ills services in a manner Satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause: further the County may terminate this Agreement for convenience with a thirty (30) day written notice, The County shall be solo judge of nonperformance. In the event that the County terminates this Agreement. Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination, The Gonlractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any darnages or any anticipated profit on portions of the services not performed. Rights to Inventions Made tinder a Contract or Agreement: if the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the County wishas to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, oss4grunent or performance of exporirnental developmental. or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Bights to Inventions Made. by Nonprofit Organizations and Small Business Firsts Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. changes- See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322) (Over $10,000), (1) In the performance of this contract, the Contractor shall make maxinlutn use of prnducls containing recovered materials that are EPA designated iterlas unless the product cannot be acquired (i) C0111pel tiveiy williln a tinaeframe providing for compliance with the contract performance schedule; (li) Meeling contract performance requirements; or (lit) At a reasonable price_ (2) information about this requi►emenl is available at EPA's Comprehensive Proculenier7t Guidelines web Site. 17ttpsrlwww.cut3.gaols)n+rrlrcrnt�rral�enaiva��srocuremeltt• uirJeline cy - i7<'Ue�31Y'I Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.K. pt. 180 and 2 G.F N. pt. 3000. As such the contractor is required to verify that none of the contractor, Its principals (defined at 2 C,F.R, § i80.994 or its affiliates (defiled at 2 C.F.R. § '180,905) are excluded (defined at 2 C1.13. § 180.940) or disqualified (defined at 2 C.F.R, § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pL 3000, subpart G slid must include a requirement to comply with these regulsUMS in any tower tier covered transaction it enters into. (3) This certification IS €1 material representation of fact relied upon by the Cotrl7ly. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C,F.R, pt. 3000, subpart C, in addition In rarxledies available to the County, the Federal Government may pursue available rernedies, including but sal limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with tile requirements of 7 C.F.R. pl. 180, subpart C and 2 C.F R. pt, 300O3 subpart C while this offer Is valid and throughout the period of any contract Mal may arise from this offer. The bidder or proposer further agrees to include a provision requi-ing such compliance in its lower tier covered transactions. Contracting with srreall and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must tako all necessary affirmative steps to assure that minority businesses, women's btsiness enterprises, and labor surplus area firms are used whenever ossib e. (b) Affirmative steps must include (1) Placing qualified small and minority businesses and woolen's i?IISIlleSS enterprises on solicitation Iist% (2) Assuring tllat small and minority businesses, and women's business enterprises are sollaited wrtenever they are polentlal sources; Fxti11�17 i Packet Pg. 1 971 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requlremer►ts, when economical) feasible, into Smaller tasks or gcinntities to pennit maximum participation by small and minority husinesses, and women's business enterprises; (4) Establishing delivery schedules, where th eMjirernent._.p rrtiils, which encourage participation by small and minority businesses, and women's huslness enterprises; (5) Using the services and assistance, as a.?vrooriat_a of suc11 organizations as the Slnall Business Adirrinistration and the Minority Business Development Agency of the Department of Commerce, and (6) Requii ing the prime contractor, if subcontracts are to be let, to take the affirmalive steps listed in paragraphs 0) througli (5) of this section. Equal Employmeltt Opportunity Clouse 4§60-1.4j: Except as otherwise provided under 4 t C.F.R. fart 60. all contracts that peat the definiligr7 of "fecierally.�ted constru tan contract" In 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- t A. during the perfarrlance of this c;cntract, ilia contractor agrees as follows_ The contractor will not discriminate against any employee or applicant for employment because of race, color, religion. sex, sexual orientation, gender Identity, or national origin. The contractor will taste affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual ❑rientatiorT, gender identity, or national origin, Surh action shall include, but not be limited to the following. Eril ploy ill ent, upgrading, demotion, or transfer, recruitment, or recruitment advertisiriy; layoff or termination; rates of pay or other forms of compensation; and selection for [raining, including apprenticeship The contractor agrees to past in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The contractor will, in all solicitations or adverlisernerlt9 for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. ill, 'rile contractor will not discharge or in any other manner discriminate against any employee or applicaril for employment because such ernployee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another etnployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation Inrormation of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, In furtherance of an investigation, proceeding, hearing, or action, Including an investigation conducted by the employer or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining tagreament or other contract or Understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employers and applicants for employment. V, The contractor will comply with all provisions of Executive Order 11246 of Sapterrrber 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. Packet Pg. 1350 16.E.5.a EXHIBIT I FEDERAL. CONTRACT PROVISIONS AND ASSURANCES...._ V1. The contractor will furnish all information and reports required by Executive Order 11245 of Septoniber 24. 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit aocess to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. Vil In the event of the contractor's non-compliance With the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared Ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked a5 provided in Executive Order 11246 of September 24, 1965, or by rule, regulation of order of the secretary of Labor, or as. otherwise provided by law. All. The Contractor writ include the provisions of paragraphs (1) through (8) in every subcoritract or purchase order unless exempted by rules, regulations, or orders of the Secretary of labor issued pursuant to section 204 of Executive Order 11246 of Septembar 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The conlractor will talie such action wit,i respect to any subcontract or purchase order as may be directed by the Secretary of labor as a means of enforcing such provisions including sanctions for noncomp'iarice: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request ttie United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and SS'tfety Standards Act (40 U.S.C, 3701 3708) (over $100,000)'. Where applicable, all contracts awarded by the solicitrar in excess of p100,000 that involve the empinyriient of mechanics or laborers Must include a provlsren far compliance with 40 L1.S,C. 3702 and 3704, as supplemented by Deparbnanl of labor regUl,ations (29 CFR art 5)- (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer ar niechanic in any workweek in which lie or she is emptoyed on such work to work in excess of forty Hours In such workweek unless such laborer or mechanic receives compensation at a rate not less llinn one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall he liable to the United Stales (h) tiie case of work done under contract for the District Of Columbia or a territory, to such District or in such territory), for liquidated damages. Such liquidated damages shall he computed with respect to each individual Inborer or machanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calofidar day on whic.11 such individual was required or permitted to work in excess of the standard workweek of forty hours Wil}brut payment of the overtime wages required by the clause set forth in paragraph (11, of this section- (3) Withholding for unpaid wages and liquidated damages The (wr'ile in the name of the Federal agency of the loan or grant recipient) shall upon its own action ur upon written request of an autlinfi7er1 representative of [tie Department of Leber withhold or cause to k1e withheld, from any moneys payable on account of work performed by the contractor or subconlraClar under any such contract or any nthsr Federal contract with the same prlmr~ oontractor, or any other federally -assisted contract sulaject to the Contract Work Hours and Safety Standards Act. which is held by the same prime contractor, such Burns as may be determined to be necessary to satisfy clny liabilities of such contractor Of subcontractor for unpaid wages and liquidated damages as provident in the clause set forth in paragraph (2) of thls section. Packet Pg. 1351 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANGUS (4) Subconiracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier +subcontracts. The prime contractor shaft be responsible for compliance by any subcontractor or, lower tier subGantrac:car with the clauses set forth in paragraphs (1) through (4) Of this section." Administrative, Contractual, or Legal Remedies (over $150,000); Unless otherwise provided in this contract, all claims, counter -claims, disputes and other rnallers In question between the local government and the contractor, arising out of or relating to this contract, or the breach of It, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Cleats Air Act and Federal Water Pollution Control Act: (over $150.000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to tl)e Clean Air Act, as amended, 42 U.S.C. § 7401 of .serf. (2) The contnortor agrees to comply with all applicable standards, orders nr regulations issued pursuant to the Federal. Water Pollution Control Act, as amended, 33 U.S.C. 1251 el sect. (3) The Contractor agrees to report each violation to the County and understands and agrees that the County will. in turn, report each violation as required to assure liotificatlor to the Federal Emergency Management Agency, and ilia appropriate Environmental Protection Agency Regional Office. (4) The contraclor agrees to Include these requirements in each subcontract exceeding $150,000 financed In whale or In part with Federal assistance provided by FEMA. Byrd Anti-l-obbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,0130): Contractors who apply or bid for an award of $100,000 Or more shall file the required certification, Each tl,er certifies to the tier above that It will not and has not used Federal appropriated funds to pay any person or organlzation for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or ar, employee of a member of Congress In connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S,C, § 1352, Each tier shall also disclose any lobbying with non -Federal funds that takes place In connection with obtaining any Federal award, Such disclosures are forwarded froryt tier to tier tip to the recipient," State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a p.iblic entity crime or on the d6criminalory vendor list may not submit d bid ❑n a contract to provide any goods or services to a public entity, may not 5ubmil a bid on a contract with a public entily for the construction or repair of a public bullding or publio work, may not submit bids on leases of real properly to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or censtillant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000,00 for a period of 35 months from the date of being placed an the convicted vendor list or an the discriminatory vendor list. Lobbying� No funds received pursuan: to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspoctor General Cooperation; The Parties agree to c;nnlply wit' Section 20.055(5). Florida Statutes, for the inspector general to have access to any records, data and o:her information deemed necwssary to carry out his or tier duties and incorporate into all subcontracts the obligation to comply with Section 20,05ri(5) Florida Statutes, Record Retention - The contractor shall maintain and retain sufficient renorrts demonstrating its compliance with the terms of the Agreement for a period of of least five (5) years rafter final payment is made and shall allow the County, F DEM. or its designee's access to such records upon request. EXHIBIT I Fr Packet Pg. 1352 16.E.5.a collier Cowlly EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Solicitation 18•110132-EV J Certification If the vendor subcontracts any of the Work required udder this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal taws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of worts under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the sut)conlrastor is a minority vendor as defined in Section 288.703, Fla. Stal. On behalf of my firm, I acknowledge, the grant requirements identified in thls document. VendoriConlrartor Name arclrto�Ir1r Date December 11, 2019 Authorized Signalurs Steven F', HoAarth, Plc. VI EKKIStT l • G 11 f 1 R12019 11'41 AM n, :1, Packet Pg. 1353 16.E.5.a Collier county 5alicitatlun 18 743P-r:V EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Conirartor Covered Transactions t 1 y The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this docornent, that neither it nor its print}pals is presently debarred, suspended, proposed for debarment, declared ineligible, or VOEuntanly excluded from participation in this transaction by any Federal department orngency. 1 2! Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective contract shall attarh an explanation to :his farm. CONTRACTOR _ Cardno Inc. Ey� --� -- -- Signature Steven P, Howarth, PF=, Vice President Nome and Title 1821 Victoria Avenue Suite 1 Street Address Fort Myers, FL 33901 City, State, Zip 07-639-1683 DUNS Number e ember 1 1. 2019 Date Sub -Recipient Nance: Collier County Board of Gounty Commissioners DEM Contract Number: ZOOD1 FEMA Project Number: 43370Rf;LP0000001 EXHIBIT I - 7 11119/20W 11,43AM Packet Pg. 1354 16.E.5.a Collier Counly S0101100rl i6-7432•EV COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT Slam,; well br ved led. Uriveflfable Sta(U50 w111 ieclulre tI,e Vr1rf6'rP'fIIne Contwctor to moier provide a ravised state„ menl or pnwlde siurct, Llow[TIttlltiltioll1hi11 valklamS s 3Matw. Cquaroctor m ifl6 an c•n(dy tlyn( rerplVP$ �117011I PI, A. VENDOR/PRIME CONTRACTOR INFORMATION PRIMF NA441 I'RIMF KID NLIWf Erl 'ONTIIACI uOI.IAlt AMOVN'T i Cardna, Inc. 45-2663666 IS IIII ualMFATtCNI11iA I:E u1LfIEh ImADVANIAfih, y N 15 THE ACT1VITYUF TN IS CONTflAC1, hIINCIIIIry Uli WOMEN WWSMLSS En1011111SE Mir t Y N CONSTROCTION 7 Y fomFIM101WIV I7 OR HAVri A SNIM I. nt5ADVANTAGI D IIIISLNESSBACTu1RICATiONFRkum }ItSMALL AL151NES5 Mrff� V N CONSULTATION'? N AnMINISIII+kIONr011ASERVU1315AI3l.I`0vCIERAN7 WBE) Y N OTHHO Y l SOH AA? Y N 5'fH4,y' 51J1ItAl5%IoNAficv1siON3 Y N Ir YF'S, fiLVI510NfJlfMEILft B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN -OWNED, SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION 013E, MBE, SUBCONTRACTOR OR TYPE OF ETHNICITY PERCENT OF CONTRACT WBE VET, SUPPLIER WORK OR CODE DOLLARS SMEt8A NAME SPECIALT (bee Selovl} Y projects under tHIS Prarosslonal Sprvlces vFtly, y comfort will vary. Thrrrarorn, %wulC]E3usm WD Envlrorimenlal Scirfrtces. Inc ante Disposal O NMW IVBFIMBE ceiii Malfvv A At saclates. Inc. public involvolllont 5til Green ield Environmental Inr,. �bestosllndoor U ronlrart percenlavai for MpEli]HE:ISLiC1 Anit)iont Tectinolocgies, Inc. All Quality Fnvlronrnenlal tl _ our D MANMUSMUBA IlFms YAII be based 617E3 Ijrlllln upon efsch A5SIgnmen1. TorALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF 5UBMITTEit DATE TITLE OF SUIIMITTCR Slav( -I} P. Howarth, PE. I1ocarnber 11, 2019 Vice President EMAIL AbORES5 OF PRIME (SUBMITTER) TELEPHONE NUMILER FAX NUMBER stovrr.htswarlh�cardrtO.cnnr 13p.337.:t93U 239.672,4006 NOTE: This Oforrnal Ion Is tlyntl W hark and report artlicll}yteII 0K or MEL parbripation In federally -funded contrrlcls. Tht' anticipated DnL n Mltl: �rreuunl is voluntary and will riot hecorne. part al the COO f+Tcluat wfmv . This ronn must be yuhrn(Ited ill dole Ili msponsc tp a cnlir;tminn. 11 and when miadcd :I CowitY rnnlm0, the prlrtlr. Mil he mk ri to %itidalif, 11101111orr1latilln ILVf the f1f,1111. COMPhenCP riles, ETTHNICI Tv com RIKv Arnerlcat' uA Ills zmic Avivricar HA NativeAmOlran NA Suhcoru. Asian Alnetkzin 5AA _ Aslan•RectflcAmerlCarti A1111 Noil-Ml nordy Wnrnen _ N__j — Other; not of sit f]th$r rU11 )119ted C] D. SECTION TO BE COMPLETED BY COLLIER COUNTY I.NTNAMI; I cgLtlrtcl.QN'mAcruU,lt/iuvmPt)lF<r.r:l c-lir RA I111R12OM 11743 AM Exhibit 1-8 r —J r 111� P• 3a Packet Pg. 1355 16.E.5.a Collier County EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION The undersigned [Contractor) certifies. to the best of his or her knowledge. that: Shcdtnlinn 16-743R- V 1. No Federal appropriated funds have been paid or Will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employes of Congress, or an employee of a Member of Congress In connection with the awarding of any Federal contract, the making of any Federal grant the making of any Federal -oan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with Its Instr!.ictinns, 3. The undersigned shall require that the language of this certification be included in the award docr.rnents for all subawards al all tiers (including subcontfarts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file The required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any Carden, Inc, Contractor (Finn Name), i4rnib4ofon Tractor's Authorized Official Steven P. Howarth, PE, Vice President Name and Title of Contraclot's ALIthQrized Official _ 1)ecernber 11, 2019 Date EXHIBIT I I rllar20I1) 11,4,1 I\M uU Packet Pg. 1356 16.E.5.a CERTIFICATE OF LIABILITY iNSURANCE UAfEtM61rt1p1YYYYJ R71t7rr7r12D THIS CERTIFICATI: I.$ ISSUED AS A MATTER Of INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTiFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY pit NEGATIVELY AMEND, FATEND OR ALTER THE COVCRACie AFFORDED BY THE POLIC;1t!$ BELOW. THIS C€RTIFiCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT RETWEIEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE Ok PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the caftIIICaW holder Is on ADDITIONAL INSURED. iho pollcy(Jas) roust hays ADDITIONAL INSURED provisions or be endorsed. Ii � SUBROGATION IS WAIVED. &if JJoct to thD farms ❑nd cand111ar1s of tho lTpRoy, Dortain poAalos ntay require fIu aTldor lomont. A statement an this ,E rarliFlanle Noah PDI Volftl- fights 10 din Curti 11Data holf7Dl In Ilea oh; U G 11 alldorsnmonl(s), c ppNp m PRobuLm NlJAE CT A+7N 1455k wryi(L,y }(IUOIwc51, 'ffll. HE RfLlh171�: C fXhLij 7i•1 U10S ar 110I)STOn 'IX 0l'i'IL+r rAue. Nb. r;elJ'• _ _ T�_{ rfn.}' __ tl 5555 San Fklilic. a Ah. fA 5u i I I• i 517(V ApIll T Houtiton rX. 770541 USA IHSURes($I AFI:PkUING COVERAGE kA1c N INSURED INOUhC-lik )ip,icli Amfn'iCln JIS, CD 1G5d5 cal'd+tn, TIIC• IN6Uneltni M1r,er•t{hn GtlAranteo & LiAb liLV Ins Co i6za7 Tea park PIALo ¢1vd N+SIAnLn4; II'tfnxhtyrr. aNp[ieity rnstiranf:e (:omlialny ru i t e 300 CleA7r'wdLor VI. ii;Sf) IVSA - - INSUARRDT I-ekingtaA rn5llr'A11CP Company ��- - 1.11A.;7 IHsuntiAF• COVERAGES CERTIFICATE NUMBER: 570082941BOO REVISION NUMBER: rHIS rS TO GERTII-Y THAT THE. POLICIES OF irl3UI7ANCE LISTED BEI.CW HAVE BEEN ISSUEn TO THIi INSURER NAM.FiD AiiOVE FOR tHE POLICY PERIOD INDICATED, NOTWITIISTANDING AN'Y REr.UUiFrPMENT, TERIA OR C 1`10111ON Or ANY CONTRACT Uri OTHER DOCUMENT WITH RESPECT TO WHICH 1'1+1S t:FRTIFICATE. MAY BE ISSUED 4R f,!AY P RTAi1q. THE INSURANCE AF•FOR10FO BY THE POLICIES prSCR16ED HERE lhl 19 SUBJECT TO ALL ilif TERMS, EXCLLISIONS AND CONDITIONS Or� SUCH POLICIES. LIMITS SHOWN MAY HAVF BEEN IREDUCEd UY PAO CLAIMS I_Imitc Mown Rre er4 fp Nasted LTR TyFF Df 1IJ9UIiANCE INS❑ a n POLICY HUMMER MNf , r yyy I4IMIT8 1t gpHYNihRCrAI.GENG1i�iLLIA61L17'r iL 1 - p, riul':CuritiENCP' 0100 10011) rlA1Mfi-NhtSE �•�ur,,l,n iS''TxFTJ[T1T[d`="' Sj,04Q,40G r5n+f'rnlncl lu StAl A&D r<kp IAliT,II'V pWWfR 51.0,()f10 PeNBONAI SAIWINAtIff S2,or3p,pr}0 rJk N7 h{iUHBf7ATC 11hAIT nPFLlE9 GCA 4f:N[RAL Ai.tlNiiisfktE 510, OO,UOU POLICY 17i I M" :r7G 1..� r'N�S1LIr►s t:ohu'+ r+hA+1 1a'Qotl,nntr mlli:li +n LIAP 018J r1.-05 UEfi41�471J fl6/3412Ul1 c.u}Anlnf.GL<INLIL u{,ht 3],UUf1,UI7U A AUT4MDAI1.6LIABILITY rtLr`5,�• ! .. .h III I!]Ii.Y +rL4JR1' I Pnl INHskini D z ANY AUro 91?tkrltcEG - _ •gt;islLY u3,f0Rv IP„ WC04,r11 w 1360101 AbION Qrlf'r A4.,T6n F'RUsitnry VAhIKE U innrn Aunvs Nf:rf-OV KAI SPu1 .,tn 1+,-1dn- _ !E I,F,IY 1vU1fJ5L11N.e — !1 UlhRrl[.`li.ALlpn Y, {N:.ftIR adCDjNS tJ' }I7 :. ,IVA I l� �Ai:rr•4rCUltikFllGl? 43A,ODO,U00 Ldt�r �4 AL"C:ry£f:hl� 31.T},UOD,Ol70 Izx0E65 LIAR I'1hll,i3•LIAL+1: PF,u AkTCMHjII A Wo1cREh5 CpMrfN$ATleu AND We i83 r, I}S l !, l , I. 4L,, ! s X PER S7'A7Ll7Eii b rMPLOYCfrB'LIARR•IYy y Agv rROPnig,On, rnktF+cn, rvtLOW FL FACII ACCIakt S►, OTftJ.oQli al'f'n.f,t4AI`hihrITrxC0jl3I1W H1A el iOCASEEAC101(Wf-k Si,nD17,B{Ih Immodivey IR Nltl NYYII4d"411(1141 lwlnr NIiiAI h}NLh anloA LL L11$EA`123`41LICYWWIr 37,J]gTJ,uuu= ----• D -3 "Hit, I u 12 of I,PE A Arc hir7. r'PE1 rSDt•I- (IUiI�3ir LI6l7IJ/ i! {F, 3f7174Z7 nOpreUaee 53,E 4--• t'lailnc 'Jatlr each Claims t.i,TSh,plih� 9SCRIPTX7N OF OpENAl IONS I LOCATfgr,n I VEIMCLES kACQkD 1011 AJdivannr Ouwvk. Ssl+odida, mast Im eHnoharl If Mato N04GO It r4 IWI I C0nLI'l1C1. WUntM,; 18_7,132_Fy _ e.dllier Ci7upty Rnaf'd OF LIILnII.Y [nmlmixsiuncrs, 011, Ifaard of County Ctlmininsloners in CV1IieT- CnunLy, OR, Ci111ipr• "OUnty Gr7yprpment OR L:U11Jol, is inCiudrrl ,i`; AddiliUn.11 7n'if7red in itrordance ,yitir the policy provisions Of Lh,' Genfiral Liahifilyy xnd huLppmpnlJl LJIIIFNxtry µoliri{ a4 rerlUir'rd 13Y f4rltten caritrarj. the C,encr•R1 L.1alliilty Ind Al;W. trile LiabiiiLy PM&Lc s r;villefic 41 her`vin ar'e I+rim;rry a,1L Nun-es+nt+"IbUCoryy lu athl±l ihsurYincc ;tvtilphte fD an Afif7ltit)OL1'1 insured, Islet PuIY in 'Tt'rul'darlGn wil'h Lirq {tali[yy r V+'oviginns. Ihk: tnrbl'e11H Lialt'llity pni�t.y tviflenced her'nin provides t>t1:Itis c1 l-ka roilrm-,, Form of the uriderlylnp GNriNI`AI IlalsiIity, AutnninbiIV LlabiIityr r+e7luTiDi+ LidI) IiCY, prr6fa5sJetlal 4•ia1T'IIiLY, ari i4nlRlnyvr's L1aU!liLy pnllries. l+htll, ,'rSp,`I:ts 1(i ripilry nUinhr,v VSE)rf200041[1 Ann Risk 5olutiunt (U.S.) 115 ticrlur:ILiuq and CERTIFICATE HOLDER CANCELLATION 1111"kh ANY OF INN, A40VE DESC1116Ee 1'pL]DIiB Be cANIMLOP oEFORe tilk MiNATION DATE Torun AF, NOTICE W41. tw UFl $VPRPe IN AGCCROALNCE VATII TIM PDLIFY PROVII)leritl. CL31IIiIr CbUrItY kt,drd D1 AVIF101+ItEDnFf-n46Cr+YATNE County CommiSSIoP01% r:aplr.s rL 34712 IJEA 01DBB•2015 ACORD CORPORATION, All righIS rosoryod, ACORD 25 J20161031 Tho ACURD natno and logo era rogistared ntarka of ACORD Packet Pg. 1357 16.E.5.a AGENCY CUSTOMER ID; 570000051836 LOC 0: '• '�"�° ADDITIONAL REMARKS SCHEDULE mae - of AOEN" IOLMVP IN6DRLD Aon Risk Services 5011therest, Inc, Caydno, 1ric, i'01-104 Wkla. r:k See Cel'tifiCAILV Number; 57008794180(i CAMME0 NAC. COVE Sate Certifitsite humbcr: 570082941806 LI1ICVNI,VAW ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORQ 25 FORM TITLE: G4rtillctl.le or LiabIlity insurance IN5URIER(5) AFFORDING COVFRAGE NAIL 4 I�+su11rR IN'�1'Itl:lt INSURFR lhtil,ltl:lt ADDY110NA1. 110111['(EN I f : llrliC' b4'tuu't1iWc 11g1 include IIi,DI lr5rontimlon, rder to 111C Cl 1101Wy 015 the A:(,)RD Lrrlikow lilnn Sir puliry (iIIHIS. 1911.111' FII_t' L1111 ri L�,l It d11D1. 91'Rq !411.If1 �1'�I m'u bM1 I,1'k: t,\Pltl.YrinS , IN rvi91 f11'r�'ilYr ttf l: INSI 55'1'91 DMI 11dY1: r�,1,lrlurrvr, w1,1�111,�,�vt'r'1 S711iF:R c 01%, 91tc L k1l) 110}1.1i1'lr1G (1E/3(!{7.U7D 4G/ Q/1021. E;lCti 3.1Q,0of),,14[I 6C'. UN'11M1CN hyill�cga>,e iSP,ppp.P00 ,D;Mg ACDII13 CORPORATION A,1 rIVIS roewvuM AC0 IJD 101 (S0031311 rltd AGOri4 nonw and logo are roplatorotl marks al ACpRl7 Packet Pg. 1358 16.E.5.a AGENCY CUSTOMER ID: 570000051836 LOC 9: ADDITIONAL REMARKS SCHEDULE h[1ENC'+ nhrah-P II4MIK o AM Risk Services Soutliwest, Ipc. Cardnu, Inc, 5er ro.rtiFicaCo NUmhI!V: 570062941906 f;hr{i4�L It HnIG L'.9f:F 4ec Certi riCatr NLJ"$ber•: 5700929-11806 L n-�,,vr rH,tr, 7hn ACORD ,tomo .ind loge am rogisfired hirLWA of AC4N❑ Packet Pg. 1359 16.E.5.a AGENCY CUSTOMER ID: 570000051836 LOC 0: ADDITIONAL REMARKS SCHEDULE F3,,cav _ or �flfNC:Y N6 EP INSURED Ann kirk sel'Vires truthlvcr.t, Inc. citrdno. Tor. 110LIC7 NIA10FA see Certifiu to Number: 570082941806 Sop Cert'iFirltC Nuulber; 5700529,37.80E trrr.iwFt!hls ADDITIONAL REMARKS ACORo 101 VUUVFoi� Tkv ACORN nnmtl nl+d lepo im rnglxtnrod markn ,t! AC:OHO Packet Pg. 1360 16.E.5.a Contractors Liability Supplemental Coverages And Conditions ZURICH pn{,ry hi+ Ili IItd4' ul $', I I-Xlp I MWt-1 hnl I41 h)510 TKI MkIltivek Nr,, Add l Prom J41111h 1'Icm GLQIti113yt�t-Of UG/3012020 DUQU1201' pp13o12{}pa 14340000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, This endorsement modifies insurance provided under the. Commercial General Liability Coverage Part NON -OWNED WATERCRAFT SCHEDULE Watercraft Length: ! feel (if no amount is shown above, 51 feet applies,y A. Non -owned Watercraft Liability Extended Coverage Paragraph (2) of Exclusion 2,g. Aircraft, Auto Or Watercraft under Section I -- Coverage A — Bodily Injury And Property Damage Liability is replaced by the following. (2) A watercraft you do not own that is: (a) Less than the length shown in the Non -Owned Watercraft Schedule of this endorsement: and (b) Not being used to carry persons of Property for a charge: 13. Damage To Premises Rented Or Occupied By You 1. The last paragraph Lrder Paragraph) 2. Exclusions of Section f — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n, do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Darnage to Premises Rented —o You limit of Insurance applies to this coverage as described in Section III -- Limits Of Insurance. 2. The paragraph directly following; Paragraph (6) in Exclusion j. of Section ( — Coverage A — Bodily injury And Property Damage Liabllity is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than darrlage by "specific perils"), including "properly damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III — Limits Of Insurance. 3, Paragraph S. of Section III — Limlts Of Insurance 1s replaced by the following; 6. Subject to Paragraph 5, above, [lie Damage To Promises Rented To You Limil is the most we will pay under Coverage A for damages because of "property dernsge" to any one premises while rented to you, or in the case of damago by one or more 'specific perils" to any one premises, while rented to you or I®mporanly occupied t7y you with permission of the owner. 4. Paragraph a. of the "insured contract" definition under the DefinHicns Section is replacer! by Ilia following: U-GL-1U64.1- GW (04/131 Page 1 0111 Included copyrlghl,od Matenrll n1 I115111A1)C0 Servjort$ Offine, Irlc-, wUlti its Iwlrn1381011 Packet Pg. 1361 16.E.5.a a, A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the Owner is not an "insured contract 5, Paragraph (1i) under Paragraph 4.b.(1) of (lie Other insurance Condition tinder Section IV — Commercial General Liability Conditions is replaced by the following. (ii) -fhat is property insurance providing coverage for "specific perils" for premises rented to you or temporarily ocaipied by you with permission of 11)8 owner; B. The following definitions are added to the Definitions Section. "Specific perils" means fire, lightning, explosion, windstorm or hail, smoke, aircraft or vehicles, riot or civil comnxrtion, vpndallsm; leakage from fire extinguishing equipment, weight of snow, ice or sleet or "water damage" "Water damage" means accidental discharge. or leakage of water or steam as the direct result of t1le breaking Or cracking of any pail of a system or appliance containing water or steam. C. Additional Insured — Lessor Of Leased Equipment — Automatic Status When Required In Lease Agreement With You 1, Section 11 — Who Is An insured is amended to include as art additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in a written contract or written agreerttent that such, person(s) or organizalion(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising Injury" caused, n whole or in part, by your maintenance, operation cr use of equipment Iease;d to you by such person(s) or organization(s), However, the insurance afforded to such additional insurer' a. Only applies to the extent pc rrnitted by law; and 1). Will not be broader than that Which you Ore required by the contract or agreerttent to provide for such additional insured. A person's or orcganizatlon's status as an additional insured under this endorsement ends when their contract or agreement With you fol- such leased equipment ends, 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence!" which takes place after the equipment lease expires. 3, With respect to the insurance afforded to these additional insureds, the following Is added to Section III — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance. a, Required by the written contract or wulten agreement you have entered into with the additional insured: or b. Available under the applicable Omits of Insurance shown in the Declarations; whichever is lass. The insurance provided by this Paragraph C. shall not Increase the applicable Limits of Insurance shown in the Declarations, D. Additional insured — Managers Or Lessors Of Premises 1, Section It — Who Is An insured is amended to Include as an additional insured any person(s) or organixatlon(s) that you have agreed in s written contract or written agreement to name as an addltional insured, but only with respect to liability arising out of the ownershlp, maintenance or use of that part of premises leased to you and sulaject to the following additional exclusions: This insurance does riot apply to: a, Any "occurrence" which takes place after you cease to be a tenant in that premises. b, Structural alterations, new construction or demolition operations performed by or on behalf of the additional Insured managef or lessor of the premises leased to you. However, the insurance afforded to such additional insured! a. Only applies to the extent permitted by law; and Ir+eludes Copyeeuhted nrFlicrldi of Insilydnl."E Services DI[ice. Ire wilh 101 per11115519rr. L•Gt-10130•11 CW (clnrin) Page 2 of G Packet Pg. 1362 16.E.5.a b. Will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. With respect to the insurance afforded to these additional insureds. the following is added to Section III - Limits of Insurance. The most we will pay on behalf of the additional insured is the arnotinl of Insurance: a, Required by the Written contract or Written agreenent you have entered Into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever Is less. The insurance provided by this Paragraph D. shall riot increase the applicable Limits of Insurance shown in the Declafations E. Additional Insured - State or Governmental Agency or subdivision Or Political 5ubdivislon Permlts Or Authorizations 1. Section iI - Who Is An Insured is amended to include as an additional Insured any state or governmental agency or subdivis on or political subdivisior Ilia( you have agreed in a written contract or written ogreement or lhaut you are required by statute, ordinance or regulation to name as an additional insured, subject to the following provisions: 8. This insurance applies only With respect to operations performed by you or on your behalf for which the slate or gavernmental agency or subdivision or political subdivision has issued a permit Or authorization. This insurance does not apply to (1) "Bodily injury". "property damage" or "personal acid advertising Injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily Injury" or "property damage included within the "prod ucts•canip leted operations hazard". However, Ice Insurance afforded to such additional Insured: a. only applies to the extent permitted by law; and b. Will nal. be broader than thal which you are required by the contract or agreement to provide for such additional insured. 2. With respeYl to the insurance afforded to these additional Insureds, the fallowing Is added to Section III - Limits of Insurance, The most vie will pay on behalf of the additional insured is the aniourt of insurance' a. Raquired by the written contract or written agreement you have entered into with the additional insured; or b, Available under the applicable Limits of Insurance shown in the Declarations; whichever is less The insurance provided by this Paragraph E. shall not Increase the applicable Limits of Insurance shown In the Declarations, F. Personal And Advertising injury Coverage - Assumed Under Contract Cr Agreement 1. Exclusion e. of Section I - Coverage 13 - Personal And Advertising Injury liability is replaced by the following' 2. EXCIunions This insurance does net apply to e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability In a contract or agreement, This exclusion does not apply to' (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advert'Ising injury" if Inc litti _`s wliyhghled Hialalial al 1lisilranGo `ihMViL'85 t]rllce I!'G , wiih du petrnission LI •GL-1060-E CW (0h113) Page 3 at s Packet Pg. 1363 16.E.5.a (a) The liability pertains to your business and is assumed in a contract or agreement that is an "insurer) contract and (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement Solely for the purposes of liability so assumed In such "Insured contract" rr:asonabie5 attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be darnages because of "personal and advertising injury", provided- (i) Liability to such party for, or for [lie cost of, that parley's defense has also been assumed in the same contract or agreement, and (ii) Such attorney fees and litigalion expenses are for defense of that patty against a civil or alternative dispute resolution proceeding In which damages to which this insurance applies are alleged_ 2, For purposes of this "personal and advertising injury" coverage only Paragraph d. and the second to last paragraph under Paragraph 2. of Supplementary Payments — Coverages A and B are replaced by the following: d. The allegations in the "suit" and fife Information we know aboul the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interest of the indernniteel; So tang as the above condilions are met, allorneys' fees incurred by us in the defense of that indemnilee, necessary litigation expenses incurred by its and necessary liligatiol) expenses incLlrred by tine indemnitee at our request will be paid as Supplementary Payments, Such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal and advertising Injury" and will not reduce the limits of ensurance. G. Insured Contract Amendment Paragraph If. and f.(1) through f.(3) of the "insured contract" definition under the Definitions Section is replaced by the following; f. Thal pert of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a niunicipaiity) under which you assume the tort liability of another to pay for "bodily injury", "property damage" or "personal and advertising injury" to a third person or organization Tort liability means a liability that would be Imposod by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement, (1) That indemnifies a railrood for "bodily injury", "property damage" or "personal and advertising injury" arising out of construction or demolition operalions within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) Thal indemnifies ail architect, engineer or surveyor for injury or damage arising out of (a) Preparing, approving. or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, chuoge orders or d-awings and specifications; or (b) Giving directions or instructions. or failing to give them, If that Is the primary cause of the injury or dantege; (3) Linder which the insured, if an architect, engineer or surveyo,, assumes liability for an Injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory. inspection, architectural or esngmeering activities: (4) That indemnifies a person or organization for "personal and advertising injury"' (a) Arising Out of advertising. publishing, broadcasting or telecasting done for you or on your behalf: or (b) To an "employee" of such person of organization that does advertising, publishing. broadcasting or telecasting for you or on y6ur behalf: or (5) That indemnifies a labor leasing firm for "bodily injury" to "leased workers" rrrhrrles cupyrig l lied m2lHilal nl Irtiswnnre $nrVICOR unite, lrr witty its prrr,u�snur U•GWaaa•i_ cwlriari3) rage d of 0 Packet Pg. 1364 16.E.5.a H, Medical Payments - Increased Reporting Period Paragraph a. of Section 1 - Coverage C -Medical Payments is replaced by the follewutg: a, We will pay medical expenses as described below for "bodily injury" caused by an accident (1) On premises you own or rent; (2) On ways next to premises you own or rent, or 13) Because of your operations; provided that. (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the dote of the acciderl: and (c) The injured person submits to examination. at our expense, by physicians of our choice as often as we reasonably require, Broad Sall Sond Coverage Paragraph 1,b. under Supplementary Payments - Coverages A And B is replaced by the following- b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liabilily Coverage applies. We do not have to furnish these bonds. J, Amendment - Dutles In The Event of Occurrence, Offense, Claim or Suit The fallowing paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions. Notice of an "occurrence" or of an offense whicil may result in a claim under this insurance or notice of a claim or ..Suit" shall be given 10 us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to your officer, manager, partner or an "employee" authorized by you to give or receive such notice - Knowledge by "employees" other than your officer, manager, partner or "empioyee" authorized by you to glvo or receive such notice of an "occurrence", offense. claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to your workers compensation carrier and this "recurrence" later develops into a General Liability claim, covered by this Coverage fart, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Conditlon, You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General (viability rather than a Workers Compensation claim. K. Unintentional Failure To Disclose Or Describe Hazards Paragraph 6. Representations of Section IV - Commercial General Liability Conditions +s replaced by the following- 6. Representations By accepting this policy. you agree: a. The statements In the Declarations are accurate and complete; b. Those statements are based upon representations you made to tls; and C. We have issued this policy In reliance upon your represental ions Coverage will continue to apply if you unintentionally: (1) Fall to disclose all hazards existing at the inception of this policy; or (a) Make an error, orniss''on or improper descrtiptior7 of premises or other statement of information stater) in this policy. You must notify us ir1 writing as soon as possible after the discovery of any hazards or any olher information that was not provided to us prior to inception of this Coverage Fart. L. Sciditly Injury Redefined The "bodily injury" definition under the Definitions Section is replaced by the following. Ir'CI�HJrt �ppyrl�lHtud malarial of Insurance 9hi ulc+Js QIHr: , Wc., will' its Prinlssion. 0-Ut.- I oflo-E CW (04113) Pago 5 of 0 Packet Pg. 1365 16.E.5.a "Bodily injury" ineans bodily Injury, sickness or disease sustained by a person, including death resulling from any of these at any lime. This includes mental angulsh, mental injury, shock, fright or death resulting from bodily injury, sickness or disease M. Two Cr More of Our Coverage Parts/Policies The following is added to Section 111 — Limits of insurance: 1. Subject to Paragraph 2. or 3, above, whichever applies, if this Coverage Part and any other Commercial General I_iabilily Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same "occurrence", only the highest available Each Occurrence Limit under any such Coverage fart or policy applies to such "Occurreilce". 2. Subject to Paragraph 2. above, if this Coverage Part and any other Coverage Part or policy providing Conlh1ercial General Liability insurance issued to you by us or any other Zurich underwriting company affiiiated with us apply to the some offense, only tho highest available Personal And Advertising Injury Limit under any such Coverage Part or policy applies to such offense. 3. Under lhls Coverage Part and all other Zurich underwriting company Coverage Parts or policies to which Paragraphs 1. and 2, above combined apply, the most we will pay for all injury or damage because of "bodily injury" or "property damage" "orcurrences" "personal and advertising injury" offenses and medical expenses is: a. The single highest Coverage Part or policy General Aggregate Limit, or b. The single highest Coverage Pail or policy Products -Completed Operations Aggregate Limit, wf)ichevar applies, w})ether such "acctirrence", oftenses or medical expenses are covered by one or more than one Zurich underwriting company policy. 4. Any existing provisions under Paragraph 4. other Insurance under Section IV — Commefcial General Liability Conditions that may be contrary to the provisions of this endorsement are amended to comply with the Changes in coverage as stipulated in Paragraphs 1.. 2., and 3, above. This provision does not apply to any Coverage Part or policy Issued by us or any other Zurich underwriting company affiliated will, us specifically to apply as excess insurance over this Coverage Park. Your Work Redefined Paragraph a.(1) of the "your work" definition under the Definitions Section is replaced by the following. 22. "Your work". a. Means, (1) Work or operations performed toy ynli or on your behalf. but does not include work or operations performed by another entity who joined will) you to form a partnership or joint venture not shown as a Named Insured in the Oeclaralions, which terminated or ended prior to the effective dale of this policy; and All other terms and conditions of this policy remain unchanged NJldudeg copydghled ,nAierlal of h1 tlmlilcC ServicgK of ica li+c . Willi lie p11nnl8siuir. U.()i.-1fl$0•E CW (04113) IRuge 0 of g Packet Pg. 1366 16.E.5.a Exhibit "A-5" Agreement No. 18-7432-RB TO FOLLOW THIS PAGE Page 9 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -EV, �RB, Packet Pg. 1367 16.E.5.a PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) ❑O CCNA F] NON-CCN Contract # 18.7432-RB for Professional Services Libra Road & Bridge Study, Planning and Design Category " THIS AGREEMENT is made and entered into this )SOday of , 2020 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc, authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lone Tree, CO 8.0124 (hereinafter referred to as the "CONSULTANT" andlor "CONTRACTOR"), WITNESSETH: WHEREAS, the COUNTY desires to obtain~ the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project: and On WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and M WHEREAS, the COUNTY has setected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, In consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows. ARTICLE ONE CONSULTANT'S RESPONSIBILITY 11. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional Services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services exclusively or at MI. I'a�� I ol'33 i'SA I I �ttl 'I vrm nµ i.'rmll;icl 2017 SPo Vcr ? Packet Pg. 1368 16.E.5.a 1 :3 All Services to be performed by the CONSULTANT pursuant to this Agreement stall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order_ The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. X Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1,4_ LN] (Multi -Award) SC1,FCTION OF CONSULTANT FOR WORK ORDERS, All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4A Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement division. b. For each service category, the Procurement Service division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative AgentJProject Manager. d Should a firm decl!ne a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successful#y negotiated. e, Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firril who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed fronn the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms to a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment, Page 3 or3z hA 1'nar Tema C01AIMIC19 VOIIUVi -Nt7 {k'E4 Vey Packet Pg. 1369 16.E.5.a 1,4.1.1 Professional Services i rar — Direct election_ For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1 5, All Services must be authorized in writing by the COUNTY in the form of a Work Order, The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As t:'ie COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal frorn CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. if the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services- and if both parties are in agreement therewith, they shall jointly execute the Work Order - Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terrors of this Agreement and the subject Work Order. 13. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreemenl or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1,10, The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 'I,11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license. certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY Pop 3 or3a r'cA PiWsl'iuruk 0111inu0119 ('0041wi .'ai7 rxix Vera Packet Pg. 1370 16.E.5.a 1.12, The CONSULTANT designates Douglas Stoker, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to Find and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be Immediately replaced with a person acceptable to the COUNTY, 1,13 The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsuitants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. Tile CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as In accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the F=lorlda wilding Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218-76 F S.), as amended, acid the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S § 119,0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tarniam! Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 I'agc a 433 11r{,1 I iKrtY 1'4rpti l'1,1411H!UI1y C'gn1140 -,i117 fHo ucr 2 Packet Pg. 1 171 16.E.5.a The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon regUeSt from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be Inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records requited by the public agency to perform the service, If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNT` regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) Invoiced (task) amount for the following- Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timefrarne, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. I'agr + nr33 11SA h,;,,d Tp i Conunuuiv L'onlnwi 2017 (10V VW Packet Pg. 1372 16.E.5.a 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organizatlon, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsuitants and subcontractors to comply with the provisions of this paragraph, CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18, As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GIRS Network as provided by the COUNTY. Information layers shall have common naming conventions (1,e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc,), and adhere to industry standard CAD specifications, ARTICLE TWO ADDITIONAL_ SERVICES OF CONSULTANT 2.1, If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services, The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (1) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order, 2,2 If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order, 1,511 11ir.1 Ionri i'S>nliNRlnQ 4'91 Il11c13017 4H1%1 Vcr _' Packet Pg. 1373 16.E.5.a ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1, The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager Is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing In any way whatever; a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall'. a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSUL,TANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e, Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4A. Each Work Order will have a time schedule ("Schedule") for the performance of Vie Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY, Services to be rendered by CONSULTANT shall be commenced, Fage 7 (if 33 I,ti:1 I itt{I TcrIII r:unl++iuililt l"tiuHsirl 1417004 VeT .'. Packet Pg. 1374 16.E.5.a performed and completed In accordance with the Work Order and the Schedule, Time is of the essence with respect to the performance of the Services under each Work Order. 4.Z Sljould CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to Its own fault or neglect, including but not restricted to acts of nature or of public enemy, ants of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify the COUNTY In writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible In whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY, CONSULTANT's sale remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (Including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule, 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment Issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.8. The period cf service shall be from the date of execution of this Agreement through five _ ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one ( 1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7, The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (11 BO) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then In effect. pliby;� 8 W'J Iry N I'rwd'i'csrnt Cuuunuq+N l:nrstnrcc:017 40+i wcr.w Packet Pg. 1375 16.E.5.a ARTICLE FIVF COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm (Ixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's project Manager before payment for the fixed price contract is authorizer) Time and Materials: The COUNTY agrees to pay the contractor for the arnount of labor time spent by the CONSUI-TANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials Plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when It is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; Invoices would include number of hours worked and billing rate by posltion (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimourseble documentation for the project. 5.2. The hourly rates as set forth and identified it) Schedule S, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above_ ❑■ Grant Fended: The hourly rates as set forth and identified in Schedule 6, Attachment 1, Rate Schedule, which Is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 5,1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, Irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT i)kige 9 or 31 !'SA ftx,;d 1'ctnt Yci 2 Packet Pg. 1 6 16.E.5.a consent; to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order Is completed, whichever is later, or such later date as may be required by law, The COUNTY, or a ny duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This Indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described In paragraph 8.1. 8.1- To the extent that the Agreement pertains to a "Professional Services Contract" as defined In Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725,08(4), Florida Statutes, the indemnification provided herein shall be limited in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE. EIGHT) ISixc{I fr14% t.'nl%linnutg L71111r501 $017,III10 VV 2 Packet Pg. 1377 16.E.5.a ARTICLE NINE INSURANCE 9.1, The CONSULTANT shall obtain and carry, at all times during its performance under the Contract documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business In the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9,3.1. Alt insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR. Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of Interests` provisions. 9.3.2. Companies issuing the Insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shalt not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4_ The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current 1.S.O, form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9,4, The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for darnages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder MLISt meet the following minimum requirements: 9,5,1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida_ 9.5.2_ The insurance company must have a current A. M. Best financial rating of "Class VI" or higher I'agc I i IIf'33 I'4r1 { I$C41 I U1771 [ I}Il1{114111}t. COMM 11117,gf1°114'1 2 Packet Pg. 1378 16.E.5.a ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 101. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10,2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect tc the subject Work Order. All personnel, subconsultants and subcontractors Identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10,3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY_ Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10A, The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY"s discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11,1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as 11ugc 12 00J PSp I ltied l%�rui Conuittnngi'bnIn1C1 2I1)7,(K17 Yu0 Packet Pg. 1379 16.E.5.a unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT, 4 is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination, upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations Linder this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement, 12,2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders In effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect. 1n whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12,3. If, after notice of termination of this Agreement as provided for in paragraph 121 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12A, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, In whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT_ In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, togetherwith any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, Inciuding, but not limited to, anticipated fees or profits on Services not required to be performed CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12,5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Vnge 13 (11'33 Nth l rNccl 1crIII (:,)nunirusv Ck7rrlmM Nit rrUN Vcr Packet Pg. 138071 16.E.5.a and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders. 12 6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein, 127. In the event (1) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set Forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (li) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (it) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (126) consecutive days through no act or fault of the CONSULTANT or its subconsuitant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services perfor(,ned through the termination date, but In no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 131, The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift orany other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13,2, 0 CCNA Protects. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -in -Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was Increased due to inaccurate, incomplete, Nag 14 MA-3 mxn I°nwa r4r,,, c„l,si,10144 ('11011r„d ziwi 7 cNua v`1.2 Packet Pg. 1381 16.E.5.a or non -current wage rates and other factual unit costs, All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14A . CONSULTANT represents that it presently has no interest and shall acquire no Interest, either direct or indirect, which would confilct in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed tD perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it_ 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the reglrest of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed, 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or exude pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand. email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Division Director: Address: Administrative AgentJPM: Telephone: E�Mail(s): Sandra Herrera Procurement Services Division 3295 Tarniami Trail East Na les Florida 341'12-49Q1 Evelyn Colon 239 252-2667 Evelyn. Coloncolliercount fl. iov PI7,4 15 of 33 VS I I�Cd I4f111 {'77 IIi71U i11it C� 1711111'1 2III7.{kSi7 vt:l F Packet Pg. 1382 16.E.5.a 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Cardno, Inc Company Narne: Address: 1821 Victoria Ave. Ft. Myers, FL 33901 Authorized Agent: Oou las Stoker PE VP Attention Name $ Title, Telephone: 239 337-3330 E-Mail{s): dou .stoker cardno,com 16.3, Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1, The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17A. Waivers by either party of a breach of any provision of this Agreement shall not be deerned to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained In this Agreement are for the purpose of convenience only and shall not be deemed to expand, lii-nit or change the provisions in such Articles, Schedules, Parts and Attachments. 17,6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17,7, Unless otherwise expressly noted herein, all representations and covenants of the parties shali survive the expiration or termination of this Agreement. Page 16 ol" 33 I'ti k I'Istt{ rorlh l.'%g111IAgll}Y L'ih511u41 ?hI7 iK14 lrcr' Packet Pg. 1383 16.E.5.a 17.8_ This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, 1 T,9, The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA I}ra ects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions & Assurances Solicitation # 18-7432•RB , including all Attachment(s), Exhibit(s) and Addend MiConsultant's proposal iTiC_ X Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement, To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11, Applicability. Sections corresponding to any checked box (■ ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1, This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought In the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENTI UBLIC ENTITY CRIMES 191. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure thls Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona tide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 0 At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Nige 17 (rr33 I'ti;k V iwr,l'Icrnt 4'onliritiiu+i+ ('otnrnrt �01-7,rgHi Vcr 1. I' 'I, Packet Pg. 1384 16.E.5.a shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been Informed by the COUNTY of and Is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows; "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may rot submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287,017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list," ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of GONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida, The mediation shall be attended by representattves of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla, Stat, 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U,S,C. 1324, e Sew and regulations relating thereto, as either may be amended, Failure by the CONSULTANT to Page Its nC33 N4�k I i,uJ ICI flwol 21117 fNIY Vrr 2 Packet Pg. 1385 16.E.5.a comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signet(rre pago to follow) 1'M liked IvI111 0MIiIlk' uil; (41""" 21117 rp4) yet 2 Packet Pg. 1386 16.E.5.a IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller gy �.t BY: Date, r 7 Aliest to Chaintlan's sIfIr,tIoro only, Appvoied as to/Fqrm nd Legality: County Attorney girl Name consultant's Witnesses; witne SS Name and Title .l . Name and Title Burt L. SaUnders , Chairman Consultant: Cardno, Inc. { By. I]ougl,js Stoker, Vice PI'CSIdC11t Name and Title Pap lit of 33 P;iA NMI 'I'cup C,nnlhlNitlgCnnlfno7r11?.UOR Vtf.2 Packet Pg. 1387 16.E.5.a SCHEDULE A WORK URDEA C'ommo W013 0 "Nume r.IfCull W" L'ontract r:xpirati011 DAte: _ , 2(,.- This Work Order Is litr lirullmlomd (describe) svrvices Ibr wtwk known us: I'micat Nltmc: Project Nu; The %vul•k Is s1recilied in the propool dalcd , `_()— which is mtadwd hereto illtd made it pelt of Lhiy Work Drdcr. In imm'tI1111w wills 1'cl'nts and C'intdiiiuns of lllc Agmement rel'orciviA;1hovr. this Wovk Order is aisigned to: Name ol'Firm i�j-t ac ul' Wnrk; Ax dcl,liled in thi nllncllc:tl nrtlpltsal ant! the Ii�lllttvint•~, - M Task I I • Tusk I I I SelledLite of IVc41,s {.'sr1111Y1e1e ►ultik IY1lI11t1 d;1� 5 1•rom Iliv dale of flic -Noli x tU PrOuccd W1*11 is nccuntp;lnying this t' ork Order. The Comkillant lsgrm host any Work S]rder that exlends beyond the crpirtltlun alnte til' Agrvemcnl fI Llp-p4W Hill survive Mid M1111111 mib,jecl lit the lerllls rlltd co ldltialls tsl'111111 Agt'c1:I11e11t tullil Ilie Compleii(m or wrmination of lhis Work Order. CYoalttca�atliltlr itl necnrdtutcc 1�ith the As!rccmcnl rcfiren¢ec! uhove, the S'otln'.y will cunlllrns�ltC llte 1'intt in accardnil" wilh fnllowills melliod(s): QNe1,0tialcll L.tlltip �ttnl INUI ❑LL111111 SUM Pllls Rein ibiti— tble Cods (I_S•i'RC:) ❑'I•ime & Millel'i;ll ('I'lzK-II. ICs1ahIjsIjvd hourly talc - Schcklillc AI ❑l ml Plus Flxcd I"ec WPFFI, Werme wilicfl niothod will he used ['ar tvllich insks);m provided in Ihr,AltllUlled p1`011,Cn1, `task 1 5; 'task 11 S Tatik. I It $ 10'1',11.IIa= S 11REPARI-I'D (W: Nttlttl; rllul 'f site [7alc lllept Nmilt:) , DlvI5)rtn )]irkmor Date 1PPRC7YL?I) l31'; type Ilanlo, Depimillelll Hend D:ft It} t1u: �11!jmlury Itlow, the 1'1011 (11101iditlV Kn4111PYCl'S, islllreh, lilWar agvl)u'l yt11i11 %, end huNhy JISCIIISO, tllia, lu Itle IVA ul'4llelr nuir 09c nllll 0010', all la'Ieiuo l,{CIti S' iwvtling pav,11mutil. Ill e111,CIIlI)IIlulwed lliternt Str}lclil'iLv lllllillICIA,callk:ow;11,Prv.7fit r.isiimml.5irmliu NiSowN ill' 11 r41to thu 11F011050d kwli. ovI'l Ioenr oil Jtih llryi the V0Ill h.I> It to tvIll1111 yung10 have bmn Ill illy disdUud Addil u,Ir Illy Ilse Fain :Iglcci In tlimr} illy IIniviir4 nuvni Iliwlot, III 51II141V w1111u1 -IN liutllY at imm inu (sl mn aemo In im,villm, evilMel ul'illtknva dffi1 arms 11a11t111 Ihs ll',til; Unlrr iulsllnr lsl,+yc{'t durnllUq AC'C'EF"I'l:11 IM 0 il'm N11111r) Mime S Tille ot'Alnttrirind C}11 M' D,1Ic Page it nf33 I'S:1 I-i�tcl') aria [',Inluluntlt 4`uniru,;l ?I117 {Nli7 vel,? Packet Pg. 1 871 16.E.5.a SCHEDULE B BASIS OF COMPENSTATION J. SERVICES 8.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but riot limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which Incorporates the terms of the understanding reached by the parties with respect to such Services. 8.1,11, The COUNTY may request that CONSULTANT In writing advise the COUNTY of (i) the estimated fime of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order, and (il) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis, 13.1.2, All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, Includes all written Work Order Modifications or Amendments. 8.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2, COMPENSATION TOCONSULTANT 8.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. 13.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of Invoices submitted on the date of services or within six (6) months after completion of contract Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "lathes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 0'31 PtiA C'41i}11tIa IntS Cetil4pzlC1 2011 SN.µj Vtli Packet Pg. 1389 16.E.5.a 6.2.3, For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. B-2.4. @@ Time and Material Fees.- Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detalled time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY, There shall be no overtime pay without the COUNTY's prior written approval. 8.2.4 1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B,2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. 13.2.55. N Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, In terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. 13.2.6. For Additional services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursabie Expenses shall comply with the provisions of Section 3 below, There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors 9_2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and 12ap 23 of 33 rti.l -,vii Tern, (: t)wwising c0 nir.��12017.ti<��1 VL'f : Packet Pg. 1390 16.E.5.a rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that tine period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B29 Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly, B,2.16, Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowiedges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shaft continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3, REIMBURSABLE EXPENSES 83,1. Payments for Additional Services of CONSULTANT as defined in section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B3,2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT wlli be deemed to be a reimbursable expense_ 6.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services. at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112,061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all In accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded 5.3.3.3, Expense of overtime work requiring higher than regular rates approved In advance and in writing by the COUNTY, Ifngc 24 c+r 3 ��i1, 1 Itit� iVflll �cYiI�IIfl411f�11:L71111Y14L ?4117,f1A Vdr 2 Packet Pg. 1391 16.E.5.a 5 3.3.4, Permit Fees required by the project. 5.3.3.5, Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Worts Order required under the applicable Work Order. 5.3.3.7, Other Items on request and approved in writing by the COUNTY. 5.3.4, The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized relrnbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept or) a generally recognized accounting basis. Vogt! 25 al-33 �'kf1 � 1.4CIi �l �'l 111 l'SIIII111uu1�, IMP}tl1{IL'I ?II} % I>r N7 VCI � Packet Pg. 1392 16.E.5.a SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Princlpa! $238 _ ject oject Mar7ager Senior_Pro �lio1 -- Pra ect Manager $165 Senior Engineer $175 g veer 136 l Senior Ins ector $117 InsQ�cior �� _ Senior Planner $164 _ Planner 130 Senior Designer $128 Desloner $109 Environmental Specialist tp I Gw Senior Environmental Specialist $156 ScientisVGeolo ist $115 Senior Scientist1G841n ist 156 _ Marine BiologistlHydro solo ist $133 Senior Marine Biolo ist/H dro eolo ist $169 Senior GIS S ecialist $149 G1S S_peciallst $11a Clerical/Administrative $73 Senior Te_c_hnician _ $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Surve Crew . 2 man $152 Surve Crew - 3 man 185 SurveyCrew - 4 man $21 B Architect $1 77 _Senior Architect $1$ The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclisive, dourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties, X Grant Funded: The above hourly rates are for purposes of providing esti(nate(s), as required by the grantor agency, zrr or3a PSh Fixed It'ri„2017.000Ycr.2 Packet Pg. 1 3 16.E.5.a SCHEDULECC INSURANCE COVERAGE 1. The amounts and types of Insurance coverage shall conform to the following minimum requirements with the use of lr}surance services Office (ISO) forms and endorsements or their equivalents. It CONSULTANT has any self -insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify an the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the iirnits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. Q. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (1 U) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder, In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY, Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY, CONSULTANT shall also nollfy the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate lit -nit of any policy to be provided by CONSULTANT hereunder. CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permlited under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any Insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the Insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultent's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. & Should at any time the CONSULTANT not maintain the Insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, llogu 27 (433 I!4A Fi,,k! I'ux�s l'tutiunurnp 4brauuct'.rU7 01e Ver 2 Packet Pg. 1 4 16.E.5.a the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT, The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of Its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? [!] Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida, The amounts of such insuranoe shall not be less than; a. Worker's Compensation? - Florida Statutory Requirements b Lmployers' Liability - The coverage must include Employers' Liability with a minimum limit of $1,o00,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed, 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Iteyu4C111 by llus Aylvelnu'fl!'! ❑ Yes M No 12, Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes No 13, COMMERCIAL GENERAL LIABILITY. Required by this Agreement? I1 Yes ❑ No A Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT, Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage Including Completed Operations and Products and Completed Operations Coverage Products and Completed Operations coverage shall be I'age 29 c1r33 11C,1 VihcJ'I'crm C'nnllIll iiq? 011013,rl?c1171n14 Vra' Packet Pg. 1395 16.E.5.a maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $„1,000,000__ Per Occurrence, $ 2,000,000 aggregate, B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording "This endorsement modifies insurance provided under the following: Commercial General liability Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self -insured retentions carried by the CONSULTANT shah be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate (or Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown In subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? X Yes ❑ No 16, Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes [W No 17, AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? X `des ❑ No Business Auto Liability: Coverage shall have minimum limits of $1 000 000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and property damage Liability. Thls shall include: Owned Vehicles, Hired and Dion -Owned Vehicles and Employee Non -The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes L I No page 29 u1'33 I'SA I'twwtil'I'Cnn L'uiflimnuLCeuNlt4l2u1TWO Vrr 2 Packet Pg. 1396 16.E.5.a Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ❑ Yes W No C tier Insurance: Coverage shall have minimum limits of Per Occurrence. 20, UMBRELLA LIABILITY, A, Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall Include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance, 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Q Yes ❑ No A. Professional Liability, Shall be maintained by the CONSULTANT to ensure Its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Stich insurance shall have limits of not less than $ 11,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sale responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C, The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. ID, The policy retroactive date will always be prior to the elate services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter CONSULTANT shall promptly submit Certificates of Insurance praviclmg for an unqualified written notice to the COUNTY of .any cancellation of coverage or reduction In limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer_ In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall Immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. l'ngc 10 (103 l�tiA I'11411 1ci�R1 � SHHgUllll�! S'�uunas �IIS 7 101 yw Packet Pg. 1397 16.E.5.a 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings. reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its nest efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit Is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy. if a renewal occurs during the term of the project policy (and on any subsequent professional Ilablllty policies that renew during the term of the project policy)_ CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project -specific professional liability insurance policy In consideration for a reduction in CONSULTANT's self -insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager 1. The date the professional liability insurance renews. 2. Current policy limits, 3. Current deductibles/self-insured retention. A. Current underwriter. 5, Arnount tin both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6 Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional llabiility policy. CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultonts as named insureds. END OF SCHEDULE C pngc 11 ctii'JJ I'tirlll�wd f4naCtHUII11N114R.;Islllanll'1�1117i%s')V�'r' Packet Pg. 1 871 16.E.5.a ❑ this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Cons4dtants' Competitive Negotiation Act, Section 287,055, Florida Statutes, Carclno Inc. (corrrpal)y's ticlmej hereby certifies that wages, rates and other factual unit casks supporting the compensation for the services of the CONSULTANT to be provided under the professional services Agreement. concerning ° Professional Services Librar -Road & srld a Stud , F'lannin and Desi n cate or project Is accurate, complete and current as of the time of contracting. BY' - 4 TITLE; lJuug1fls Sl{�lter. Vict, I'r•e�idelit 03 August 2020 DATE: I'ng4 32 003 I'SA ITlRcll Tamt C'„nlnnung Cnulinci 21717,009 yn 2 Packet Pg. 1 971 16.E.5.a SCHEDULE E Other. Federal Contract Provisions and Assurances (Rescription ) following this page (pages 1 through 9 ) ❑ this schedule is not applicable Ilitgc 33 ni'33 I'ti+t I'6s'+1'l c'ikil i'nnHtu�iug f +�mrAcr 2S1:711fN� Yur Packet Pg. 1 071 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVisiONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOk is an entity that receives a contract (including a purchase order). Cornpliallee with Federal Law, regulations and Executive Orders; The Sub -Recipient (County) agrees to Include in (lie subcontract that (i) the subcontractor is mound by the terins of the Federally -Funded Subaward and Grant Agrepmertl, (li) the subcontractor is boufid by all applicable state and Federal laws and regulations, and (Iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all claims of whatever nature arising cut of Ole subcontractor's performance of work under this Agreement. to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any alld all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances, n 2 C.F,R, Pan 200 Uniform Administrative Requirements, Cost Principles, and Audit Regrlirements for Federal Awards n 44 C.F.R. Parl 206 n The Robert T, Stallard Disaster Relief and Emergency Assistance Act, Public Law 93- 286, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for Incidents declared on or after April 1, 2017) Reporting. Tho contractor will provide any Information required to rarnply with the grantor agency requirements and regulations pertaining to reporting. it Is important that the contractor Is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County. the FEMA Administrator, the Comptroller General of the United States, or any of their autliorixed representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this rontract for the purposes of making audits, exainlnation5, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other Work sites pertaining to the work being completed under the contract. UHIB Beal, Logo, and Flags: Tile contractor shall not use the DHS seal(s), logos, crests, or reproductions of Flags or likenesses of DHS agency officials without specific FEMA pre- approval. No Obllcgatlon by Federal Government; The Federal Government is not a party to this contract and is not subjt3cl to any obligations or liabiifiies to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract, Program Fraud and False or Fraudulent Statements or Related Acts- The contractor acknowledges that 31 U.S.C, Chap 36 (Administrative Remedies for False Claims and Stateirients) applies to the contractor's actions pertaining to thls contract. EXHIBIT I - 1 Packet Pg. 1401 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISiONS AND ASSURANCES Energy Efficiency Standards The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in tile state energy conservation plan Issued In compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have felled to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; Further the County may terminate this Agreement for convenience with a thirty (30) day written notice, The County shalt be sole judge of non-performance. In the event that the County tetminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shnil not be entitled to any other or further recovery agalnsl the County, Including, but not limiled to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meet$ the definition of "funding agreement" under 37 CFK §401.2 (a) and the County wishes to enter into a contract with a small business frrtlh or nonprofit organization regarding the subMiluiion of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply wlth the requirem@nts of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulatiols issued by the awarding agency, Clhanges: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the contractor shall make maximum use of products containing recovered materials Mal are EPA designated items unless the product cannot be acquired (i) Cornpetitively within a timeframe providing for compliance with tba contract performance schedule: (Il) Meeting contract performance requirements; or (lii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines wets site, I;iill,; ;hv'YJ !spa; jp4�:ililllti?!'.51'�E?I'+1Sr±fI.:,�Viti'?rf3GIJlLr11Fn� L�LrlLtt llrlf'�S j7tij Far+Je?,r�ii� i Suspethsion and Debi ithent: (1) This contract is a covered transaction for purposes of 2 C,F.R. jet. 180 and 2 C.F.R. pl. 3000. As such the contractor is required to verify tt•al none of tile conli'actor, its principals (defined at 2 C.F.R. § 180,995), or its affillates (definer) at 2 C.F.R. § 180,905) are excluded (defined at 2 C,F.R. § 180.940) or disqualified (def ned at 2 G.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt, 180, subpart C and 2 C.F-R. pt. 3000, subpart C and must Include a requirement to comply with these regulations In any lower tier covered transaction it enters into. (3) this certification is a material representation of fact relied upon by the County, if It Is later determined that the contractor did not comply with 2 G,F-R• pt, 180, subpart C and 2 C.F.R. jot. 3000, subpart C, in addition to relnedles avallanle to the County. the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R, pt. 180, subpart C and 2 C.F.R. pt. 3000, subpartC while this offer is valid and throughout the period of any contract that may arise from this offer, The bidder or proposer further agrees to Include a provision requiring such cornpli8rice In Its lower tier covered transactions. Contracting with small and minority businesses, women's business enterprises, and labor surplus area tlnns §200.321 (a) The Solicitor must lake all necessary affirmative sleps to assure that minority businesses, wonhen's business enterprises, and labor surplus area firms are used whenever ussibla. (b) Affirmative steps must include. (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprisas are solicited whenever they are potential souress; EXHIBIT t 2 Packet Pg. 1402 16.E.5.a EXHIBIT I FEDF-RAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, wrren ecanarnlcalf feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's busfness enterprises; (4) Establishing delivery schedules, where the recuiremen er lilts, which encourage participation by small and minority businesses, and women's business enterprises, (6) Using the services and assistance, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmallve steps listed in paragraphs (1) through (5) of this section, Equal Employment Opportunity Clause (§601.4): Except as otherwise provided under 41 C,F,R, part 60, i contracts 11tat a the efinition o "federa I assisted con tructlon contract" In 41 C.F.R. § 60-1 .3 musk intrude the equal opportunity clause provided under A 1 C.F.R. § 60- 1.4. During the performance of this contract, the contractor agrees as follows: I, The contractor will not discriminate against any employee or applicant for employment because of taco, color, religion, sex, sexual orientation, gender identity, or national 4rigtn, The contractor will take amrrnative action to ensure that applicants are employed, ,and that employees are treated during employment, without regard to their race, color, religion, sex, sexual arientatiorr, gender identity, or national origin. Such action shall include, but not be limited to the following., Employment, upgrading, dernotion, or transfer, recruitment, or recruitment advertising, layoff or terrninat,on; rates of pay or other forms of compensation; and selection for training, including apprenticeship, The contractor bgrees to post in conspicuous places, available to employees and applicants for r~mployrrient, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. I1 'fhe contractor will, in all solicitations or advertisements fog employees placed by or an behalf of the contractor, state that all qualified applicants will receive consideration for employment withoul regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. Ill The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the. compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances In which an employee who has access to the compensation information of other employees or applicants as a part of such envloyea's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an Investigation, proceeding, hearing, or action, including all Investigation conducted by the employer, or Is consistent with the contractor's legal duly to furnish information. IV. The contractor will send to each labor union or representative of workers with which It has a collective: bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commllments under section 202 of Executive Order 11246 of eesland ap24, plicants I eanl8 for65, shall pos tapirs of the notice In conspicuous places available to employ ppemployment, V. The contractor will comply with all provisions of Executive Order 11246 of September 24, '105, and of Ilse rules. regulations, and relevant orders of the Socretary of Labor. EXHIBIT 1 - 3 Packet Pg. 1403 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI The contractor will furnish all Information and reports required by Executive Order 11246 of September 24. 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders, VIL in the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may txe canceled, terminated or suspended in whole or in part and the contractor may be declared Ineligible for further Government contracts in accordance vrith procedures authorized in Executive Order 11246 of September 24, 1966, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 2q, 1965, or by rule, regulation, or order of the Secretary of labor, or as otherwise provided by law. VIII, The COnlractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Fxeeutive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the 5ecfelary of labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests or the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,400): Where applicable, all contracts awarded by the solicitor in excess of s1co,000 that Involve the employment of mechanics or laborers must Include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulation$ (29 CPR Part 5). t 1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require ar involve the employment of laborers or mechanics shall require or permit any such laborer or nlechenic in any workweek in which he or She is employed oi, such work to work In excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half Ilmes the basic rate of pay far all hours worked In excess of forty hours h, such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, sud17 contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work In excess of the standard workweek of forty hours without payment of the overtime wages required by the ciause set fortis in paragraph (1) of this section, (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shell upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contrac: with the same prints contractor, or any other federallyassisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined 1e be necessary 10 satisfy any llabilities of such contractor or subcontractor for unpaid wades and liquidated damages as provided in the clause set forth in paragraph (2) of this section. EXHIMT I -4 Packet Pg. 1 4 16.E.5.a EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES l4) Subcontracts. The Contractor or subcontractor shall insert in any suocontracts the clauses set forth In paragraph (1) through (4) of this section and also a clause requiring the subcontractors to Include These clauses in any lower tier subcontracts. The prince contractor shall be responsible for compliance by any subcontractor or lower tier subconlractor with the clauses set forth in paragraphs (1) through (4) of this Section," Administrative, Contractual, or Legal Rernedles (aver $160,000); Unless otherwise provided in this contract, all claims, counter -claims, disputes and other mailers in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdirlion, Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 of seq, (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 at seq. (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notificalien to the Federal Emergency Management Agency, and the appropriate Environmental Protecuon Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed In whole or 41 part with Federal assistance provided by FFMA. Byrd Anti -Lobbying Amendment (31 U.S.C, § 1352 (as amended) (over $100,040): Contractors who apply or bid for an award of $100,400 or more shall file the required cartificallon- Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with Obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352, Each tier shall alsc disclose any lobbying with non -Federal funds that takes place In connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State provisions Convicted Vendor and discriminatory Vendors List Those who have beers placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a Contract with a public entity for the constmclion or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcont-actor, or consultant under a contract with a public entity, and may not transact business with any public entity In excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. lobbying: No funds mceived pursuant to this agreement ntay be expanded for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation; Tile Parties agree to comply with Section 20.055(5), Florida Statutes, for the Inspector general to have access to any records, data and other Information deemed necessary to carry out his or her duties and incnrparate into all subcontracts the obligation to comply with Section 20.055(6). Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records � after demonstrating strraits ts compliance with the terms of the Ag eemeni for a period of at least rive (5� y payment made and shall allow the County, FOEM, or Its designee's access 10 such records upon request. EXHIBIT 1- 5 Packet Pg. 1405 16.E.5.a t;nllior Counly EMBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Condltlons, and Grant Clauses 59ijularion 18-7432-Rt3 Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include In the subcontract that (1 ) the subcontractor 1s bound by the terms of this Agreement. (ii) the subcontractor Is bound by all applicable state and federal laws and regulations, and (iil) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288 703. Fla. Stat. On behalf of my firlll, I acknowledge, the grant requirements Identified In this document, VendarlContractor Name C ardno. Inc. Dale December t 1, 2419 c, Authorized Signature tvgfat rrf rE VI EXHIBIT I - 6 l III802070 1113 AM P. 30 Packet Pg. 1406 16.E.5.a Sy'. Colliat Caunly FXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING UEGARIVIENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions Solicitation 10-1432-Re (1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this document, that neither it nor Its principals is presently debarred. suspended, proposed for debarment, declared Ineligible, or voluntarily excluded from paritcipation in This transaction by any Federal department or agency. (2) Where the Sub -recipient's subcontractor Is linable to certify to the above statement, the prospective contract shall atlach an explanation to this form. CONTRACTOR Douglas 6, Stoker, PE. Vice President Name and Title 1821 Victoria Avenue, Suite 1 _. Street Address Fort Myers, FL 33901 City, State, Zip 07-839-1683 DUNS Number December 11 2019 Cate Sub-Reciplent Name: [)EM Contract Numt7ar: FEMA Pro);ect Winiber. COHier Carinty 13oard of County Commissioners ZO001 4337ORFLIP000001 EX111131T I 7 - 11118/2019 11:'t3 AM Packet Pg. 1407 16.E.5.a Collier County S4Ucitallon 18-7432•RB COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT 51atvs will be vctified. Unaerilable siotuses will require lfte Vendor/Hliure Conlractur to elther provide 7 rcVm2d staternent ut prolildo sourre docilme11tallon that Ualitimm � slalut. tCtintrtictor rnears or1 emlwhot foceivm a rarlt(act. A. VENDOR/PRIME CONTRACTOR INFORMATION PRIME NAMI. PRIME FEID NUM CrE..R CONTRAC-r UQLLAR AMOUNT Cardna, Inc. 45-2663666 IS flit Pnimr AFlORIDACERI1HED0ISAUVAgiAC40, VETtRAN? Y N 15TtII ACtNiIVOF IHIS CON TRACT, M ortiTYURWOMFNnUSINFSSfNrENNRI5S [)RO Y N CONSIAUCTiONi y N� IOISfJiNRC/N+REj701t rift[ ASMAtI DI5AI7VANTAOr4 ISU51NL553ACEPrIFICAVIONFROM 714ESMALLRUMNIESS M13E7 Y N CONSULTATION? YN AtwINISTRAT1gN2OnASERVICE 015AHLEDWIMAN7 WOE? V NOTH07 Y . N SDO SA? Y N, l5TH15$Ulimi45I0NAR1:V$StON7 v N. IFVE5,REV15IONNL1MnER,_ B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO I5 A DISADVANTAGEL) MINORITY, WOMmOWNED, SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION OBE, MBE, WOE VET, SM138A SUBCONTRACTOR OR SUPPLIER NAME TYPE OF WORT{ OR $PECIALT Y ETHNICITY CODE (See Below) VVDEFUBt_ KB Envlronmantal Sciences, Inc Nolso sludies Q L)I3I NVIMBE C1UCSt Corporation of America, Inc Pvblic InvolvOmenl NMW tbtAt5 pt=RCENT OF CONTRACT DOLIARS projects undor Ihis Pro(onsional SeruIW5 Library conlrad will va(y. Therefore. Contract PoreaMages for our t)1MIW1VeV5MB8A firms will ba erased upon oath assignment. C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME 0f $uSMITTER DATE TITLE OF SUBMIT! Douglas E StOkuF, PE ❑ecembnr 11. 2019 Vice President L ADDRESS OF PRIME (SUBMITTER) TELEPHCINE NUMBER FAX NUMBER doug.stokerCcardnoxim) 23D.337.3330 239.672,4093 NOTE; This Inrornipoorr is uied to track Ind report antlClpated DBE of MBE panic}pallbn in federally -Funded colitrorrs. The antiripated DUE o MBZ omount Is voluntary and will not besmme part 01 the rontfactual ti:rins This form must he subnliltCd at IInSe of response to a sullcqutlun• it and whers awarded a County contract, the prime will be asked to update the Inforinotlon for the grain cornptl M files. 11/1817010 11.33 AM Ty : not of D. SECTION TO BE COMPLETED BY COLLIER COUNTY vPACNT NAME I cUW[Ri-,.ONTRACT n oFaYRFpor POIRE1f _m GRAN! PgOGRAMJCUNTRACT PATE P '3? Packet Pg. 1408 16.E.5.a Collier County Soildiallon 18•7432-RB EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION The undersigned [Contractor) certifies, to the best of his or her knowledge, that: 1 No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering Into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2, if any funcis other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Inluence an officer or employee of any agency, a Memter of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included In the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that roll subrecipients shall certify and disclose accordingly - This certificatlon is a material representation of fact ►ipon which reliance was placed when this transaction was made or emered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C, § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penatly of not less than $ 0,000 and not more than $100.000 for each such failure, The Contractor certifies or affirms the truthfulness and accuracy of eaall statement of its certification and disciosure, f any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Cardno, Inc. Contractor (Firm Name). r.f ,W 2 /L, 'Si re.of Cplltractoir Authorized Official C Douglas Stoker, PE, Vice PresIdent Narne and Title of Conmac ttor's Authorized Official December 11, 2419 Date EXHIBIT I - 9 P 31 11rt80119 11 33 AM Packet Pg. 1409 16.E.5.a CERTIFICATE OF LIABILITY INSURANCE nATC:IA{I1ll7CHYYYYI oemarrnan THiS CERTIFICATE; 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVEL-V OR NEGATiVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIFS BELOW. THIS CERTIFICATE CIF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TI{E ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE ON PRO01.105 2, AND THE CCATiFIGATE HOLDER, IMPORTANT: If tho cpflilicalo holdar Is on ADDiTI❑NAL INSURED, the pollcy(IES) must have ADDITIONAL INSURF.A prcvisians iar uq art arsed. 11 SUCAUGATiON IS WAIVED. 5ultjocl19 the lorn1%and condltlons ofVIC polloy, Gortnln polleles may require an endwsarnont, A ISI,Ytalnent on Ihls cartificalo does not conPar rights to the eortificato holder in hail of such ondorsonnrnt(a). I•ROUItGfR Ann rusk SVI'ViCCS SdUtlWP%t, tIIC. I WL13tall TX OFfic4 SSjS $Art Fu l i (le :, Ili LA 150h tG 7hCr N EI R 1�y -' '—� FCx fJISN11 .11+i-1i1 5 (AIC. fro. EKU: EMAIL AOOkESB. IN11,1REniSI Mt'PrtulMt;I CtivLItpOL NAIrA ilpllStdn 'rx y705G IJSh 1FALR1F0, INQURFRA! 1J00 AII10llI Ah NIS CO 1553S Cardna, Inc. I.0904 Nat•k rleadows orivn suite 34t} INSURENU, 111011sllorL specialty tntilrrAlirQ COIdIyUrTY ---- — •._. INb11Rr:Ra: LO r1L'Ori�i'Givarice con,lmny . 7544S INSURRNa: I nNe Trey co BQ124 USA INSI)I MN M J^. INSURER!: COVERAGES CERTIFICATE NUMBER: 570083115117.1 REVISION NUMBER: TiJIS IS TO CERTIFY THAT -f hlF PGI.ICIES OF IN51,11RAMCE LISTED SE1.0W HAVr- tIFF,N IS6U110 70 I I1F INSURED NAMED AUOVE FOR T-IF POLICY PERIOD INDICATF.O. NOTWITHStANDINC; ANY HFOUIREMt±NT, TEIRM OR CONDITIOM Or ANY CONTRAC7 CA OTHER DOCUMl=HT WITH nESPE^T TO WHICH THIS CCRTIFICATE MAY 9E ISSUED OR MAY PERTAIN, THE INSURANCE ArFCRPFVI BY THE POLICIES DESCRIBE❑ HEREIN IS SLJO.1F.GT T;] ALL THE TERMS, EX(:LUSI0N8 ANO CONDITIONS (31, SUCH POLICIES. LIMITS 3HrjVVN MAY IIAVE CEEN RF.DL[rFD BY PAID CLAIh15. Lllnlls %Mwrr are be ro Rested L R TYPE OF IRIJURAIICC If SD O PFILICY NLIMIIEh 61MI p ICY ' LIMfr9 X CONMSnCIpl,OKNERAL LIµUCIFY ' fil {.1 rl I . Far:H,7CC,UA7eGtlfk 51 ,114U, UUO I L1'K15,r1+{Uk l ! I ec .l t. u: [7 cFTnTfrIlTEl1 FIJ�f�usl=.k {�n,fi�:enrinL.{� $1 11w h40 rWcP,tljryctA4p S1r1 r•IF.Ii ILY.P INIy uun po+14n} Ill}, Oita - PETT�>7NAL 5 Aa4 114JUW 32 , (1l}L), I)GO �,EI,F.RALA O3 R_rGATC GkNLAGGHtr,ATE,LiMIAML10iP'l:It sz.650,04t] PRaL1UGTS L:bMPmr-kfa POLIGv X PRO Ell... S�,4hU,4rt8 IS(:T Q 11 {EFt A AuTomami.EtIA6111TV } MAP 41B3t)Q-05 96/30;20l+l 44!'14/*021 (;0%T91IIUvSl1RtL1 13MIT (;,n �c .•tnn S1,ilob,llho C4f IU�LV rIJ lJIYr 1 PPI RJ1\+7I11 - % Af VAUTD BUluI,Y ViJ11RY IPur,w:�iwltl ^^,^ OLYN4Ll1 SCHEOtIt1111 06yN3f�MLY PqupE[?T cmif'OF SFur lust LUml __ AU'ros Hllr{,BI rani NtW-r.worlEA owl,( AUr05 ONLY MKIaREI.I A LIAFI (WIDIfL rACI I Of,Gl)r{kUML AGGPEGATE 1E%12C9a LIAR CLA,h1;.,MAUE n� r;rttSnrlaNT A Y4nRMEAUCOMPENSATION AN{s MJt:l7 r,llli ❑ _! IrfS x 1'EH91AwIE (�rIl L EMPLOYlrtS•t1APILIP' YIN hrJf rnOF'IbrrLiR, r+r11#IhF'le F>[r.Irli%l , '.— t L EACIIfd'aIIJkNT SI ,114Q,4g4 f L U15F.A5(.EA£0J1L3Yfk u�I'IGFalaH1NlIt;NFx1.WI;FO' I I I fMul.dahrrV In 1111E NfA E><,Ot5LA9E-P4Ll�VLIMIr S1,tli]U,ifOU Ir raAy Owes-Ah+r 4ndo, bESLNLF*ntlNtsr4lfNHATfons4p11,y c Architffnrj Prot PS0EFZ0(10, . (I 0{i/30 R an tl!2 ' 1 Aggregate 1, I t],444 Claims Marls EAch Claim S1,f5no'llar) ry{$CAIPTIOR OF OPERhTIONS7eOC:A1'4ONS rvn{,e Lis IAC4Fltr t81, Aad11Wr58I HQIr.71tL6 aC11PdV19. {I14y dP 9IF4ehed fl ,nbro LI'Ar,O ilf {4RYIrr111 HE: CnnLI".{ft NO. 18-74,})-Itli Rnad +% Larih3e Study Plttnninp & Uesipn - Collie" r-nul,ty Nparcl UI` Cotlrt+.y e:oMmissiunr.rsI jr nhxrd of Collntl. COrrrR15Sipf%el'5 iir Calli,!f (nUnty, ,or t;eflier• litunt GoVer-nMatit'. or Callief County ave included its Additional InsUfr.[I in {1c[nrdance wicll Lhe policy pruuirsions pr ti111 041neral LiallilitY And Aucowbile I Ia11) •I1ty policies. the General Liahiiity policy avielenccd hilts In iS Prinwryy anll hun•�ConLrihUtttf'V CA 0010 i114111'i1WQ UVAI'I mile to Meldticiona'1 Tnsurrd, Iwt only '' Rt.Giwilanco vtIFh the linlicy'S Ilvovisin++r.. Should Cf.iiet Liahiiity, nuealrolsile Li;rbilityy PYAffit;•Innnl tinkrility anlJ 14vukars' of each will dovern how c'nrnppnSatinn policies kin eancelIed before the cgpir4tinrt data! thereof, the Poliev IlrovTs1Gns IIn1iCy IIpI IL{F GrT CA14relldtiull 014V Ili doliwrud t.4 CCI'ti Ti(ate i4 leers in r1t[at'llan4R 6,0th flit, pal icy pr•nvl%lorm. (if path lioll�y, it CERTIFICATE HOLDER CANCELLATION NdHOLILD ANY OF tilt ABOVIE DE150inta PKIIiirs RE CANCrLLFD REFORE THE OM&TION aAFE T14ERF:15F, 1147la- WILI, Of pELLYEREO IN ACCONDANCE WITH Tllp PaucY PkovisloNS. Calker coup-y 611,1'41 Ili county IAl1THOUgManLPrrFsrNrnnvE Cnnvefssinners 3295 1, FL 1ra1I F.. �,1'�e � Nanlex FL id117. u5A ,�-1 E111980•2015 AGORD CORPORATION. All rights roSOrYed ACORP 26 (2410rM Tim AGORD nanu3 and logo are regislerod marks of ACOR❑ Fy- n In 4 2 N L.i Packet Pg. 1410 16.E.5.a AGENCY CUSTOMER 10: 570000051836 ADDITIONAL REMARKS SCHEDULE pave _ Or _ noerrcy ADM rtistc serair.es southwest, Inc. rrnr. W N5G ttl Cardrlq, 147c. I'bl rf7Y NOW[ I# see eer•tififate Numher•: 570083451174 rggniY.ra See C.L'r•t.-i ( iCat I, Numbf.,.r-: 570083451174 �ra�c:���Hil 1+-F1Crry4:044 ADDITIONAL REMARK$ ncoW tut (200s)ol) +1 i4V9 M4V.�u uv�. •r..ruu.....•• .•u• •..• •�... •ram ThoACDRU n7„+tl and Iona are roolnrorod marks 4I AeaND Packet Pg. 1411 16.E.5.a AGENCY CUSTOMER ID: 57000007 1836 ar LOC 4: ADDITIONAL REMARKS SCHEDULE Pagr- utf _ AGBNtV Aon Risk Services Southwest:, Inc, NAI,1Cr) III S61RF.rl cardrlf), rnr, 1`01.10Y rgUMISER yen cert:ificale Number: 570083.151.17d r.M�H�kA 5L}e cort:ific.tie Numher: S7008W)1174 I,AII. i'cspl EFFECTNE13AFF ADDITIONAL RFMARKS THIS ADDITIONAL REMARKS FORM I$ A SCHEDULE TO ACORD FORM, A FORM NUMBER; AC()F�3 FORM'rITLE: titLmbilllyInsuraire CARdNO NAMED INSUREDS Car,(INS dWWRisk, LLC. Cardno EM-ASsiSt, Inc. Cardno !_merging Markets USA, Ltd. CeI'd rio ENI RIX Cardno ERT Cardno 4s, inG, Cilydrlo IlayileS N11aley, Irlu. Cardno ir•New CRI'LIna MAIA Cardno NC. Inc. cardrin THE (AZ <ardou 7RE (F1. Cardno THF-; TRF Cr'aup, Tric. Cimino rFC 10 ('}rrivo LISA, Ir1e. Cnr`dn0 wRG, In[. c�trdn0 wRG. Inc. dba wRc nR+igns Ync. cardna inn (OR) Cardno, Inc. (Tx) [,jr•rihtll 7r}C• (ILL) Ensirjhr Oaynes whaley, LLC Gntr'rx Trc. dba Cardno Entrix EnvirommrItal Resolutions, xnc. ES NY Engineerir5Q, N,A. K. ).F. New S Associat(,5, Inc, ]FNew TBE Croup, Inc. (AddcrlJ TBE CraUp, roc, dim, Cardno TLIE TBE OrCiop, Inc, Ca",dno TOE ror Prnfessionaj services, PLLC WiG North Carolina PLLC ACORD 101 =081111) 11tp ACUR0 n�,Id! ttnd Iuga tars tolllnrornei „Iprk9 of ACORD vd 2008 AGORA CORPURATION. All Aphis mervitd. Packet Pg. 1412 16.E.5.a 0 Additional Insured — Automatic — Owners, Lessees Or ZURI(CH Contractors -- THIS THE POLICY. ENDORSEMENT CHANGES Y.... _ -_ -_ _- Y. PLEASE READ IT CAREFULLY, Policy No. GLO 0183964 - 05 Effective Bate G130/2020 � T This endorsemenl modifies insurance provided under the: Commercial General Liablllty Coverage Part A. Section II —Who Is Ao Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, Out only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" and subject to the following 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements a. The Insurance Services Office (ISO) ISO CO. 20 10 (10101 edition). or b. The ISO CG 20 37 ('10101 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and ndverllsincg injury" arises out Df: (1) Your ongoing operations, with respect to Paragraph I.a. above. or (2) "Your work", With respect its Paragraph 1.b. above, which is the suhject of the written contract or written agreement. However, soleiy with respect to this Paragraph 1., insurance afforded to such additional insureds (a) Only applies if the "bodily injury", "properly damage" or "personal and advedisjng injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations Hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. It such written contract or Written agreement specifically r8grti1`r-4s that you provide that the person or organization he named as an additional insured under one or both of the following endorsements. a. The Insurance Services Office (ISO) ISO CG 20 10 (07104 edition): or b. The ISO CG 20 37 (07104 edition), 8uG11 person or organization Is then an additional insured with respect to such endorserrient(s), but only to the extent that "bodily injury", "property damage" or "personal and advertisinq injury" is caused, in whole or in part, by: o j Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, inGILAIF4 (.t)pyrighled mrit mal of tnpurance 5emm% Catritn, Ina. wlih its parmlSainn. ll GL• 11 141 t VIA) rs. go t n} 4 Packet Pg. 1413 16.E.5.a in the performance of: (a) Your ongoing operations, wish respect to Paragraph 2,a, above; or (b) "Your work" and included in the "prod ucts-carnpleted operations hazard", with respect to Paragraph 2.1b, above, which is the subject of the written cortract or written agreement. However, solely with respect to t1lis Paragraph 2., insurance afforded to such additionaal insured, (1) Only applies 4 the "bodily injury" "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreenent, and (il) Does not apply to "bodily injury" or "property damage" caused by "your work" and Included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured 3. If neither Paragraph 1. nor Paragraph 2. above apply and such Written contract or written agreement requites that you provide that the person or organization be narned as an additional insured: a, Under the ISO GG 20 10 (04113 edition, any subsequent edition or If no edition date is specified); or b. With respect to ongoing operations (it no form is specified), such person or organization is then an additional insured only to the extent that "bodily Injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions. or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations. which is the subject of the written rxritract or written ogreemenl. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only eppfies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract cr written agreement la provide for suctI additional insured; and (c) Only applies if the "bodily injury" "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent tp your execution of the written Contract or written agreement 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured a. Under the ISO GG 20 37 (04l13 edition, Gr)y subsequent edltiofl or if no edition data is specified); or b. With respect to the "pr❑ciuets-completed operations hazard" (if ro form is specified), such person or organization is then an additional Insured only to the extent that "bodily Injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products completed operations hazard which is the subject of the wriflen contract or written agreement. However, solely with respect to this Paragraph 4,. insurance afforded to such addltional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement, and inv.hjdes cmyrighl d rnalekRi of Insutsnre SeMcRS Ofhre, 111c„ faith its peinussinn, U_GI1i1"iI10Ej rear. 2 nr A Packet Pg. 1414 16.E.5.a (4) Does not apply to "bodily Injury" or "properly damage" caused by "your work" and included within the "products-compleled operations hazard" unless the wniten contract or written agreement specifically requires that you provide such coverage to such additional insured. S. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional excluslon applies: This insurance does not apply to "bodily injury". "property damage" or' personal and advertising injury" arising out of the rendering of, or failure to render any professional architectural, englne6ring or surveying services; including: 1. The preparing, Approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, changer orders or drawings and specifications, or 2. Supervisory, inspection, architectural or engineering activities This exclusion applies even If the claiins zagairlst any insured allege negligence or otnef wrongdoing in the supervision, hiring employment, training or monitoring of others by that insured, if Me "oorurrenre" which caused the "bodily injury" or "property damage", or the offense which caused the 'personal and advertising injury", involved the rendering of or the faflure to render any professional architectural, engineering or surveying services. C. Solely with respect to t#ie coverage provided by this endorsement, the following is arJded to Paragraph 2, Dutles In The invent Of Occurrence, Offense, Claire Or Suit of Section iV — Commercial General Liability Conditions: The additional insured must see to It that (1 ) We ate notified as soon as practicable of an "occurrence" or offense that may result in a claim, (2j We receive written nolice of a claim or "suit" as soon as practicable, and (3) A r":yuest for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another Insurer under which the additional insured may be an insured in any rapacity. This provision does not apply to insurance can which the additional insured is a Named insured if the wntten contract or written agreement requires that this coverage be primary and non-contributory. 0, Solely with respect to the coverage provided by this endorsement 1. The following is added to the Other Insurance Condition of Section IV — Cornnlercl{rl General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that, a. The additional Insured is a Named Insured under such other insurance; and 1). You are required by written contract or written agreement that this insurance tie primary and not seek imntribulion front any other insurance available to the additional Insured. 2, The following paragraph is added to Paragraph 41, of the Other insurance Condition tinder Section IV -- Commercial General Liability Cooditi❑ns This insurance is exceSS Ovdr. Any of the other Insurance, whether primary, excess, contingent or cn any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional Insured on another policy providing coverage `of the same "occurrernce", offense, clainn or "suit" This provision does not apply to any policy in which the additional insured is a Named insured on such other policy and where our policy is required by a writlen contract or written agreement to provide coverage to the additional Insured on a primary and non-contributory basis. S. This endorsement does nol apply to art additional Insured which has been added to this Cuveraye Part by an endorsement showing the additional insured In a Schedule of additional insureds, and which endorsement applies specifically to lhol identified addilional insured. W AL-1114011181 pagia 3 04 Includes copyrighted m:ilniiat of insirrmice orvictis 011.1m), I11c., wilil its pulmisslall Packet Pg. 1415 16.E.5.a F. Solely with respect to the Insurance afforded In an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits OF Insurance - Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional Insured is the amount of jmwrance: 1, Required by the written cortract or written agreement referenced in 5ectiun A. of this endorsement; or 2. Available under the applicable Limits of insurance shpwrl ir1 the Deelaralions, whichever is less This endorsement shall not increase the applicable Limits of lnsurarce shown in the Declarations All ether terms, conditions. provisions and exclusions of this policy remain the same. InCIJJdas cnpyri{ Uteri TTIM l81 ul II15UCMIC' SRAM 0a Olki!, 111r. with 115 pry 1916sl+lrl. U-0 L-1114 I V 181 IIme A nr 4 Packet Pg. 1416 16.E.5.a Additional Insured — Automatie — Owners, Lessees Or Contractors �4 ZURICH Polu'y NO lJV I%liv or 11"1 i Kp I ti�Ic,H 1'u1 vt( naw ur l•nd i411du4't'r hp lild 1 I'npu � 3�Cltp�i 1 It'll,. rGLOmeart31-011, I ofii I204 QV30121321 t)fi1301202q 1 143400110 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 17 CAREFULLY. Named Insured' 'ARDWO flSA, Z;dC , Andress (Including ZIP Coda): l il()t)9 I,ARK MEADOWS DR, IJITE' 3rl() Gf:.hti; 'rRlk,F..,, s'0 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as aii additional Insured any person or organization whorl you are required to add as an additional Insured on this policy under a written contract or written agreement. Such person or ortdanlzation is an additional Insured only with respect to liability for "oadily injury", "property damage" or "personal and advertising Injury" caused. In whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behsllf, in the performance of your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract 01 written agreemenl- However, the Insurance afforded to such additional insured' I. Only applies to the extent permitted by lava; and 2. Will not be broader than that which you are required by the wnitell contract or written agreement to provide for such additional insured. B. With respect to the Insurance afforded to these additierlal insureds, the following additional exclusion applies. This Insurance does not apply to' "Bodily injury". "property damage" or' personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including a. The preparing. approving or failing to prepare or approve maps, shop drawings opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even If the claims against any insured allege negligence or other, wrongdoing in the supervision. (tiring, employment, training or monitoring of other s by that insured, if the "occurrence' which caused the "bodily Injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure 10 render any professional architectural, engineering or surveying services. W-0L.1175d CW (04I1M Flag* 1 01 2 Indudes Cugylighted 11-1001 of Inswrance Seswces Ofilau Inc., wllh its parMUM1011 Packet Pg. 1417 16.E.5.a C, The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Cornmercial General Liability Conditions The additional insured must see to it that. 1. We are notified as soon as practicable of an "Occurrence" or offense that may result in a claim; 2, We receive written notice of a claim or "suit" as soon as practicable, and 3, A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an Insr.red in any capacity. This provision does not apply to Insurance on which the additional insured Is a Named Insured if the written contract or written agreement requires that this coverage be primary and nor -contributory. D. for the purposes of the coverage provided by this endorsement 1. The following is added to the Othe- Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This Insurance is primary to rand will not seek contribution frcm any other insurance available to an additional insured provided that a, The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be prima-y and not seek contribution from any other insurance available to the additional insured 2. The following paragraph is added to Paragraph 4.b, of the Other Insurance Condllian of Section IV — Commercial General Liability Condltions: This insurance is excess over. Any of the other insurance, whether primary, excess, contll)geni or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurroncC", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a wrilten contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis, I. This endorsement does not apply to an additional Insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that Identified additional insured. F. Wllh respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section ill — Limits Of litsurance, The most we will pay on behalf of the additional insured is the @mounl of insurance. 1. Required by the written contract or written agreement referenced In f}aragroph A, of this endorsement. ar 2. Available under the applicable Lirriita of Insurance shown in the Declarations, whichever is lass. This endorxeinent shall not increase the applicable Limits of Insurance shown In the Declarations. All other terms and conditions of this policy remain unchanged. Includes copynyhled material or Irrvrir vice SarVlros Otliw. I.1c, Will its permi9$04) U-G1 -1 175,F QVY MV4 3) r'rrpa 2 til 2 Packet Pg. 1418 16.E.5.a a Blanket Notification to Others ofGancellation ZURICH or Norll-Renewal THIS ENDDRSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, - — -- Policy No_ GLO 0183961-05 >=Elective Date: 06/30/2020 This endarsemen: applies to insurance provided under the. Commercial General Liability Coverage Part A, If we cancel or non -renew this Coverage Part by written notice to the first Narned Insured, woe will mail or deliver notification that such coverage Fart has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. Such list: 1. Must be provided to us prior to cancellation or non -renewal, 2. Must rfontain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. MUSt be in an electronic format that is acceptable to us B. Cur nolificalicn as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list, 1. Within 10 Clays of the effective dale of the notice of cancellation, if we cancel for nonpayment of premium; or 2. At least 30 days prior to the effective date of, a. Cancellation, If cancelled far any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notificallon With respect to Paragraph B.I. or Paragraph B.2. above, C. Our rnailing or delivery of notification described in Paragraphs A. and B. of this endorsement is Intended as a courtesy only. Our failure to provide such mailing or delivery Will not: 1. Extend the Coverage Bart cancellation or non,renewal date; 2. Negate the cancellation or non -renewal: or 3. Provide any additional insurance that would not have been provided in the absence of this andorsernew. hic,.Inchjs rnpynghted Owir.,rinr of rnlluranne Seruiav� Office, Inc . with il�- polrriissiwi u CA,1521.B CW tr1il19) forte r of 2 Packet Pg. 1419 16.E.5.a D. We are not responsible for the accuracy, integrity, timefiness and valldiiy of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. SCHEDULE The total number of clays for mailing or delivering with respect to z1aragraph 8.1. of 10* this endorsement is amended to indicate [lie fallowing number of days. The total number of days for mailing or delivering with respect to Paragraph B.2. of 30'A this endorsement Is amended to indicale the following number of days: If a rumber is not shown hers, 10 clays continues to apply. If a number is not shown here, 30 days continues to apply. All other terms and conditions of this policy remain unchanged 111CILKIf:S impyugnum nwitmiol of Insurance Oirirr., Inc,, wills iis liormisRicw (J-OL-1621-0 CW 101119) Ppyo 2 of Packet Pg. 1 071 16.E.5.a 0 Notification to Others of Cancellation ZURICH llonn'No I;irll,ue,d•IT0 IiYp 1alt'III I'41) I.lI'I);ucwrl 110 r Add 'IPrem krlun,l'rvm rfAr�Al8asr31 il5 06/3QiL[k2Q At313Al1A 1 Q(;rl()1'/.p`/.0 1434fy0- i INC` �, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the; Comrnerckil Automobile Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will (nail or deliver a copy of such written notice of cancellation 1. To the name and address corresponding to each person or orgenlzetion shown in the Schedule t elow, and 2, At least 10 days prior to the effective date of the cancellation. as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Pori by written notice to they first Named Ins.lred for nonpayment of premium, we will mail or deliver a copy of such written notice or cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the affective date of such cancellation. C, If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of malling will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) ! Organizatlon(s): plumber of Days Notice: AS REQUIRED BY WRITTEN CONTRACT 30 All other terms and conditions of this policy remain unchanged, Includes cupyrigtuoU niateriVI 01 lnsulfl"M SvNires CNllce. Inc„ with its pelIMSWGll. rl•CA-812-A CW ttl5/10) Pap 1011•l. Packet Pg. 1 171 16.E.5.a WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENi WAL ENDORSEMENT This ondorsemenl adds the following to Part Six of the policy. PAH7 SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1 If we Cancel or non-rcanew this policy by written nonce to you, we will nlail or deliver notification that suet~, policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by YOU If you are required by written contract or wdtton agreefrlent to orovide suctt noliticatton. However, such notification will not be malled or delivered If a conditional notice of renewal has boon sent to you, Such list; q, Must be provided to us prior to cancellation or non -renewal; b, Must contain the names and addresses of only the persons or organlzotions requiring notification that such pollcy has boon cancelled or non -renewed; and c. Must he in an eiecironic format that Is accepinble to us. 2. Our notification as described In Paragraph 1, above will be based on the most rorent list in our records as of lho dale the notice of cancellation ❑r non -renewal. Is mailed or delivered to you. We will moil or deliver such notification to each person or arganixation shown in the list'. a. Willitl seven days of the effeclive date of the notice of cancellation, if we canmt-3l for non-payrMilt of premium; or b. At least 30 days prior to the effective date of: 11) Cancellation, If cancoiled for any reason other Than nonpayment of premium; or (P) Norwenewnl, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2, ribove Is Intended as a courtesy Wily, Our laiture to provide such mailing or dellvery will not: a. Extend iho policy cancellation or non -renewal date; b, Negate the cancellation or non-ronewal; or c. Provide any additional insurance that would not have boon provided In the absence of this endorsement, 4. We are not responsibte for the Accuracy, integrlly, finaellness and validity of information oontaired in 11-t0 list provided to us as described In Pas'a graphs 1. and 2• above, All other terms and condillons of this policy remain unchanged. this endorsemonl changes the policy Its w1ildi It is altaciled and Is efferitve nn thU date issued unlOss othnrwista stated (Tlte Inlorinstlon bDIOW Is required only wheCi this endorsemenl is issued subsequent to prepamilon of lho policy.) Endorsement Effecl'ive 116001 020 policyNo, vut` ols;9h005 Endorsement No. Insured C:,011r1u UsA. Ire.. Prornium $ tn°umrce Company y,u6di Amerinin frtrurrncc C:arrilailily WC 99 Ob 43 (Ed. 01.13) tnCtuclus 01)01`1 11 1 meterlr 1 ur IhP National CauM1lr do C:onipenyallon Inswauce. Inc, irs0d with Its Purm100ir. 02012CapVrlgghl 14r-110ml 000A61 rill Craujpvnnklhnn InxurrlrlcP. rna, Ail F4gls%NsurVod Packet Pg. 1422 16.E.5.a Poiry Number PSOEF4 0430 Advice of Cancellation to Entities Other than the Named Insured Limited to E-Matt Notification in ilia e%ent that the Insurea cancels this policy for any reason other than non-payment of premi im. arid' (a) the efleative date of cancellation to prior to the expiration of the Penud of COvEr, and (bj the Named Insured is under en existing contra(;Iual obligalian lu nalrfy a eerttficsate holder when this policy is cancelled (hereinafter the 'Certificate Ijoiders'), and has provided to the Underwriters. either directly or through its isroker of record. the email address at the contact at sUcf, entity,and the Underwriters have recei4ed information after the Named Insured raceiwd notice or c4licallafinn of this policy and prior to this policy cancellation affective dale. ma elec(looic spreadsheet thal is acceptable to the Underwritets The Underwriters shall promde advice of cancellation vno a -mail to such Certificate I ioldPrs Proof of the Urfclerwritets eirieiling such advice, using the inforrnaticn provided by Cardno USA Inc, wili serve as proof that the underwriters hove fully saluted their obligations under this endarsenrent.7his endorsement does not affect. in any way cbv+erage provided under this Policy or the cancellation of this Policy or the effective date Ihereor, nor shall INS endorsement mvk.al any nghis in any entity who is not an insured under this Policy IS C to t5 ar 11�t aqv 7. c,r 2. :, l l/1Rr 2firsallll:!Lr 1 11 AM Packet Pg. 1423 16.E.5.a —J Crontractom Liability Supplemental Coverages And 7UR1CH Conditions I'0h ,y No # Ti 01d1r r11' I'u1 I',�p I l;n.t ul 1'r11 I'!i' 1111w 1H• Isnd I`rudus'rr w' Ad,11 Prel orlon, I+toy nl-0(31B39rf1-Db 11111112U?U R7rir3t)I IJ21 Uc#r3R7r2U20 1d'4aaUo INC � THIS ENDORSEMI=NT CHANGES THE POLICY- PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the. Commercial General Liability Coverage Part NON-OWNEa WATERCRAFT SCHEDULE Watercraft Length, feet (If na amount Is shown above, 51 feet applies.l A, Non -owned Watercraft Liability Extended Coverage Paragraph (2) of Exclusion 2.cg. Aircraft, Auto Or Watercraft under Section I — Coverage A — Bodily tnJury And Property Damage Liability is replaced by the following, (2) A watercraft you do not own that Is: (a) Less than the length shown in the Non -Owned Watercraft Schedule of this endorsernent; and (b) Not being used to Garry persons or property for a charge; B. Damage To Prelnlses Rented Or Occupied By You I, The. last paragraph under Paragraph 2, Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following Exclusions c, through n, do not apply to damage by "specific perils" to premises while rented to you or temporarily pccLlpied by you with permission of the owner A separate Damage to Premises Rented To You Limit of Insurance applies to this coverage as described in Section Ill — Limits Of Insurance. 2. The paragraph directly following Paragraph (6) in Exclusion J. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), Including "property damage" to the content, of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III -- Limits Of Insurance. 3. Paragrap i 6. of Section III — Limits Of Insurance is replaced by the fallowing: S. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case or damage by one or mare "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. 4. Paragraph a. of the "Insured contract" definition under the Definitions Section is replaced by the following; VOL•10150-GCW 04113? Page 1 al 4 IIICIudas etlpyligllled 111atMal of InsLlir,rirxf SLINIM5 r)fri(n, hu;, Witlr Its pemiisslnn Packet Pg. 1424 16.E.5.a a, A cortract for a lease of premises, However, that portion of the contract, for a lease of premises that indemnifies any parson or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract"; S. Paragraph (it,) under Paragraph 4.b.(1) of the Other Insurance Condition under Section IV — Commercial General Liability Conditions is replaced by the following. (h) That is properly insurance providing coverage for "specific perils" for premises rented to you or temporarily occupied by you with permission of the owner; 6. The following definitions are added to the Definitions Section, "Specific perils" means fire, lightning. explosion, windstorm or hail, smoke, aircraft or vehicles, riot or elvil commotion, vandalism, leakage from fire extinguishing equipment, weight of snow, Ile or steel or "water damage". "Water damage" means accidental discharge or leakage of water or stearn as the direct result of the breaking or cracking 0 any part of a syslam or appliance containing water of steam. C. Additional insured —Lessor Of Leased Equipment— Automat)c Status When Required In Lease Agreement With You 1, Section II — Who Is An insured is amended to Include as an additional insured any person(s) or organization(s) From whoii you lease equipment when you and such person(s) or orcganization($) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liabilily for "bodily injury". "property damage' or "personal and advertising injury" caused, in whole or in part, by your maintenance. operation or use of equipment leased to you by such person(s) or organization($), However, the insurance afforded to such additional insured. a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by ilia contract or agreement to provide for such additional insured. A person's or organization's status 2s an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment grids 7. With respect to 113e insurance afforded to these additional Insureds. this insurance does not apply to any "occurrence" which takes place after the equipment lease expires 3. With respect to the insurance afforded to these additional. Insureds, :he following is gadded to Section III — Limits of Insurance, The most we will pay on behalf of the additional insured Is the amount of insurance: a. Required by the written contracl or written agreement you Have entered into will) the additional insured, cr b. Available under the applicable Limits of Insurance shown In OB Declarations: whichever jr, less. The insurance provided by this Paragraph C. shall not increase the applicable Limits of Insurance shown In the Declarstlons D. Additional Insured —Managers Or Lessors Of Premises 1. Section It, — Who Is An insured is amended to include as an additional insured any parson(s) or organizations) that you have agreed in a written contract or written agreement to name as an additional insured. but only with respect to liability arising out of the ownership, maintenance or use of that part of premises leased to you and subject to the following additional exclusions. This insurance does not apply to. a. Any "occurrence" which takes place after you cease to be a lenant in that premises. b. Structural alterations, new construclion or demolition operations performed by or on behalf of [lie mc1dltional insured manager or lessor of the premises leased to you However. ilia insurance: afforded to such additional Insured a. only applies to the extent permitted by law, and Ilu:ludrs copyrtgIlled m+1tonal nt Iiieumficti Servicos of ire. Inc., wrest its p0mnssroi} u Cii_ 111(i E GW (onli:3) P�jttu 7 of 1, Packet Pg. 1425 16.E.5.a a. A contract for a lease of premises However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily oocupled by you with permission of the owner Is not an "insured contract": 5. Paragraph (i€) under Paragraph 4.b,(1) of the Other Insurance Condition under Section IV — Commarcfai General Liablllty Conditions is replaced by the following? (Ii) That Is property insurance providing coverage for "specific perils" for premises rented to you or temporarily occup ed by you with permission of the owner: 6. The following definitions are added to the definitions Section: "Speelfic perils" means fire, lightning, explosion, windstorm or hail, smoke. aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment, weight of snow, ice or steel or "water damage", "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any mart of a system or appliance containing water or sleam. C. Additional Insured — Lessor Of Leased equipment — Automatic Status When Required in Lease Argreerneirt With You 1. Section II — Who Is An insured is amended to include as an additional Insured any persons) or organizations) from whom you lease equipment when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional Insured on your policy_ Such person(s) or organizations) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whote or in part, by your maintenance, operation or use of equipment leased to you by such persons) or organization(s)- However, lho insurance afforded to such additional insured, a. Only applies to the extent permitted by law, and b. Will not be broader then that which you are r0quired by the contract or agreement to provide for such additional insured. A person's or o►ganizadoll's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends 2. With respect to the insurance Afforded to these addilional insureds. this insurance does not apply to any "occurrence" which lakes place after the equipment lease expires. 3. With respect to the Insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have eniered Into with the additional insured: or b. Available under the applicable Limits of Insurance shown In the Declarations-, whichever is less The Insurance provided by this Paragraph C. shall not increase the applicable Limits of Insurance shown to t}tie Declarations, 0. Additional Insured — Managers Or Lessors Of Premises �. Section II — Who is An Insured is amended to Include as all additional insured any person(s) or organization(s) that you have agreed in a written contract or written agreement to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that pail of premises leased to you and subject to the following additional excluslonn, This insurance does not apply to. a. Any "cccurrence" which takes place after you cease to be a tenant In that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured manager or lessor of the premises leased to you KoweVer, the insurance afforded to such additional insured. a. Only applies to the extent permitted by law, and Incitidns cr]riyogIIted maierlal nl IIkWEInce S(INCOS OfrlrGs. Inc , Willi its rxaril IS5iw1. IJ-GI.• iO[i{i-E Cw (04JU) Ingo 2 of G Packet Pg. 1426 16.E.5.a b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section Ili — Limits of Insurance. The mast we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional Insured; or U. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. The insi.trance provided by this Paragraph i , shall not Increase the applicable limits of Insurance shown in the Declarations. E. Additional Insured -- State Or Governmental Agency Or subdivision Or Political Subdivision — Permits Or Authorizations 1. Section II — Who Is An Insured is amended to include as an additional Insured any state or governmental agency or subdivision or political subdivision that you have agreed in a written contract or written agreement or that you are required by statute, ordinance or regulation to nacre as an additional insured, subject to the following provisions. a, This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or sultdivr5ion ar political subdivision has issued a permit Or authorization. b. This insurance does not apply to: (1) "Bodily injury% "property damage" or "personal and advertising injury" arising nut of aperarions perforied for the federal government. state or municipalily: or (2) "Bodily injury" or "property damage included within the "prod ucts-cormpleted operations hazard" However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law', and b, Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to tlxe insurance afforded to these additional Insureds, the following is added to Section iII — Limits of Insurance, The most we Will fray on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered Into with the additional insured; or b. Available under the applicable Limits of Insurance shown In the Declaralions: whichever is less the insurance provided by this Paragraph E, shall not increase the applicable Limits of Insurance shown in the Declarations. Personal And Advertising Injury Coverage — Assumed Under Contract Or Agreement 1. Exclusion e. of Section I — Coverage B — Personal An(l Advertising Injury I_lability is replaced by the following: 2. Exclusions This insurance does not apply to e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement This exclusion does not apply to (1) Liability for damages that the insured would have if) the absence of the contract or agreemenl; or (2) Liability for "personal and advertising injury" lf: iru:lrrdes cgiyrtghied rn3terial cif 0Miroiina Seruicua 0t11L(1, liic., wllh ils Wa11015910n t.POI.•t(f011 M(04lt:3) Pane J of 6 Packet Pg. 1427 16.E.5.a (a) 'rhe liability pertains to your business and is assumed in a contract or agreement that is an "Insured contract"; and (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability so assumed in such "insured contract", reasonably: attorney fries and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of "personal and advertising injury", provided' (t) Lobilky to such party for or for the cost of, that party's defense has also been assumed in the same contract or agreement; and ill) Such attorney fens and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this Insurance applies are alleged 2. For purposes of this "personal and advertising Injury" coverage only Paragraph d. and the second to last paragraph under paragraph 2. of Supplementary Payments — Coverages A and B are replaced by the following' d. The allegations in the "suit" and the information we !snow about the "occurrence" or offense are such that no conflict appears to exist betwoen the interests of the insured and the interest of the Indemnitee; So long as the above conditions are met, attorneys' fees incurred by us In the defense of that indernnitee. necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our r6que5t will be paid as Supplemenlary Payments. Such paymei7ts will not he deemed to be damages for "bodily injury" "property damage" or "personal and adveilising injury" and will not reduce [lie limits of Insurance. G. Insured Contract Amendment Paragraph f, and f.(1) through f.(3) of the "insured contract" definition under the Definitions Section is replaced by ttie following: f. That part of any other contract or agreement pertaining to your business (Including an iridentnification of a municipality iri connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" "property damage" or "personal and advertising injury" to a third person or organization. Tors liability means a liability that would be Imposed by taw in the absence of any contract or agreement Paragraph f, does not include that part of any contract or agreemen:. (1) That Indemnifies a railroad for "bodily injury", "property darmage" or "personal aril advarlis ng injury" arising out of construction or denioRlon Operations within 50 feet of a-ty railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing, (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications, or (b) Giving directions or instructions, or failing to give them, if that is the primary Cause of the injury of damage, (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an njury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspeclion, architectural or engineering activities, (b) That indemnifies a person or organization for "personal and advertising Injury (a) Arising out or advertising. publishing, proadcasting or telecasting done for you or on your behalf; or (b) To an "amptoyee of such person or organzalion that does advertising, publishing, broadcasting or telecasting for you or on your behalf, or (5) That indemnifies a labor leasing firm for "hodlly Injury" to "teased workers" I111.,nirle4 nnr)yiajiiled IlMIUM11 at &AWMn, Office, Iris:., with oft; NiMIS&HM 0,GL.I0811•F M (003) F1110C h ul f; Packet Pg. 1428 16.E.5.a H. Medical Payments — increased Reporting Period Paragraph a. of Section I — Coverage C — Medical Payments is replaced by the following, a. We will pay medical expenses as described belew for "bodily injury" caused by on accident (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations: provided that: (a) The accident takes place In the "coverage ter itofy" and during [lie policy period: (b) The expenses are incurred and reported to us within throe years of the date of the accident; and (c) The injured person submits 10 examination, at our expense, by physicians of our choice as often as we reasonably require. Broad Bait Bond Coverage Paragraph 1.b. under Suppiemtintary Payments — Coverages A And 13 is replaced by the following: b. Tl)e cost of bail bonds required because of accidents or trafl'Ic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds- J. Amendlnont-- Duties Iii The Event of Occurrence, Offense, Claim or Suit The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section iV — Commercial General Liability Conditions' Notice of an "occu(rence" or of an offense which may result in a cialn'! under this insurance or notice of a claim OF ' suit shall be given to us as soot) as practicable after knowledge of the "occurrence", offense, c'aim or "suit" has been reported to your officer, manager, partner, or an "employee" aulhorized by you to give or receive such notice Knowledge by "employees" other than your officer, manager, partner or "employee" aulhorized by you to give ar receive such notice of an "occurrence", offense, elairn or "suit" does not imply that you also have such knowledge. in the event that an insured reports an "occurrence" to your workers componsatlon carrier and this "occurrence" later develops into a General Liability Balm, covered by this Coverage Part. the insured's failure to report such "occurrence" to us at tl)e time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim K. Unintentional Failure To plsclose or Describe Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions Is replaced by the following; Representations By accepting tilis policy, you agree. a. The statements in the Declarations are accurate and corn}lalete: b, Those statements are based upon representations yotr made to us; and c. We have Issued this policy in reliance upon your representatiarrs Coverage will continue to apply it you unintentionally (1) Fail to disclose all hazards existincl at the inception of this policy, or (2) Make an errorramisslon or in)proper desariptinn of premises or olher statement of Information stated in this policy. You must notify us in writing as soon as passible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. I-, Bvdlly injury Redvflned The "bodily Injury" definition Under they Defirtltlons 5ectiran is replaced by the following: IIr1:IS1pes uupyfk}rrtert maiorM of inhurffiW 5u1vu 85 (YrIM 111c„ wirlr 11s pr+rt)15")lI tr•GL,-14130•E C;Wto403l Page 5 Of fi Packet Pg. 1429 16.E.5.a "Bodily Injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any tirne. This includes mental anguish, mental Injury, shock, fright or death resulting from bodily injury, sickness or disease. M. Two Or More Of Our Coverage Parts/Policies The following Is added to Sealion III — Urnits of Insurance. 1. Subject to Paragraph 2. or 3. above, whichever applies, if this Coverage Dart and any other Commercial General Liability Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same "occurrence", only the highest available Each Occurrence Limit under any such Coverage Part or policy applies to such "occurrence" 2. Subject to Paragraph 2. above, if this Coverage Part and any other Coverage Part or pollry providing Commercial General Liability insurance issued In you by us or any other Zurich underwriting company affiliated with us apply to the same offense, only the highest available Personal And Advertising Injury Limit under any such Coverage Part or policy applies to such offense. 3. Under this Coverage hart and all other Zurich underwriting company Coverage Parts or policiea to which Paragraphs 1. and 2, above combined apply, the most we will pay for all injury or damage because of "bodily injury" or "property darnage" "occurrences" "personal and advertising injury" offenses and medical expanses is• a. The single highest Coverage Part or policy General Aggregate Limit, or b. The single highest Coverage Part or policy Products -Completed Operallorns Aggregate Limit, whichever applies, whether such "occurrence". offenses or medical expenses are covered by one or more than one Zurich underwriting company poticy 4, Any existing provisions under Paragraph 4, Other insurance under Section IV — Commercial General Liability Conditions that may be contrary In the provision% of this endorsement are amended to comply with ilia changes to coverage a$ stipulated in Paragraphs 1., 2., and 3, above. This provision does not apply to any Coverage Bart or peticy issued by us or any other Zurich underwriting con7pany affiliated with lls specifiraliy to apply as excess insurance over this Coverage Part. N, Your Work Redefined Paragraph a.(1) of the "your work" definition under the Definitions Section is replaced by the following: 22. "Your work". a. Means: (1 ) Work or operations performed by you or on your behalf. but does riot Include work or operations performed by another entity who joined with you to form a partnership or joint venture not shown as a Named Insured in the Declarations, which terminated or girded prior to the effective date of this policy, and All other terms and conditions of this policy remain unchanged I#U:ll)des c9pyrighted rnalur0 91 ImAIMMU $FJiViGb% 0000 Inc., with I16 irunaisWmn U GL-10617.E CW (No3) Page G Ul 0 Packet Pg. 1430 16.E.5.a Exhibit "B" Asset Purchase Agreement TO FOLLOW THIS PAGE Page 10 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -BY, -R6, Packet Pg. 1431 16.E.5.a ASSET PURCHASE AGREEMENT THIS AGREEMENT made as of the 151 day of January, 2023. BETWEEN: CARDNO CONSULTING, LLC a limited liability company existing under the laws of Delaware, previously operating as Cardno, Inc. (the "Seller") OF THE FIRST PANT - and - STANTEC CONSULTING SERVICES INC. a corporation existing under the laws of New York (the "Buyer") OF THE SECOND PART THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows: 1.0 DEFINITIONS 1.1 Defined Terms For the purpose of this Agreement, unless the context otherwise requires, the terms set out in Schedule 1,1 shall have the respective meanings set out in Schedule 1.1 and grammatical variations of such terms shall have corresponding meanings. 2.0 PURCHASE AND SALE OF PURCHASED ASSETS 2.1 Purchased Assets Subject to the provisions of this Agreement, the Seller agrees to sell, assign and transfer to the Buyer and the Buyer agrees to purchase from the Seller, effective as of the Time of Closing, all of the property, rights, interest and assets used in connection with or otherwise relating to the Purchased Business (other than the Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, as a going concern (collectively, the "Purchased Assets"), including without limitation, the following: Pac)a 1 Packet Pg. 1432 16.E.5.a (a) Equipment. All equipment, facsimile machines, photocopiers, fixtures, furniture, furnishings and other fixed assets owned by the Seller and used in connection with the Purchased Business; (b) Agreements. All executed or potential orders or Contracts for the provision of services associated with the purchased Business(the "Work Backlog"); (c) Work Product. All work product of the Seller related to the agreements described in subsection 2.1(b) above; (d) Unbilled Revenue. The Seller's interest in the unbilled revenue related to the agreements described in subsection 2.1(b) above (the "Unbilled Revenue"), (e) Accounts Receivable. All accounts receivable of the Seller relating to invoices for work undertaken by the Seller related to the agreements described in subsection 2,1(b) above up to and including the Closing bate (the "AIR"); (f) Proposals. The Seller's interest in any outstanding proposals associated with the Purchased Business; (g) Intercompany Balances. All intercompany receivables and intercompany payables of the Seller up to and including the Closing Date (the "Intercompany Balances"); (h) Prepaid Expenses. All prepaid expenses held by third parties which were made by the Seller prior to the Closing Date associated with the Purchased Business; (i) Sublease Receivables. All receivables of the Seller in connection with subleasing of any leased property; (j) Computer Hardware and Software. All computer hardware and software, including all rights under licences and other agreements or instruments relating thereto which are owned by the Seller or to which the Seller is entitled; (k) Employee Advances. Any right to repayment of advances to Employees; (1) income Taxes. All income Tax installments paid by the Seller and the right to receive any refund of income Taxes paid by the Seller; (m) Policies of Insurance. Any policy of insurance or plan for the benefit of employees generally pursuant to which the Seller or any of its directors. officers or Employees are insured; (n) Stantec G5 Shares. Any issued and outstanding shares held by the Seller in Stantec GS Inc. and any interests in subsidiaries or joint ventures held through Stantec GS Inc.; and rage 2 Packet Pg. 1433 16.E.5.a (o) Books and Records. All books and records (other than those required by law or subject to confidentiality requirements to be retained by the Seller, copies of which, excluding those books and records subject to confidentiality requirements, will be made available to the Buyer), including, without limitation, library and technical reference books, project files related to the agreements described in subsection 2.1(b), drawings, client lists, advertising material, employee manuals, personnel records related to the current Employees, supply records, unbilled revenue records and correspondence files (together with, in the case of any such information that is stored electronically, the media on which the same is stored). 2.2 Excluded Assets The Purchased Assets shall not include any (a) agreements associated with the projects listed in Schedule 2.2(a); or (b) those retained licenses listed in Schedule 2.2(b) (collectively, the "Excluded Assets"). 3.0 ASSUMPTION OF LIABILITIES 3.1 Assumption of Certain liabilities by the Buyer Subject to the provisions of this Agreement, and excepting only the Retained Liabilities, the Buyer agrees to assume, pay, satisfy, discharge, perform and fulfill, from and after the Time of Closing, all obligations or liabilities of the Seller accrued or incurred on or prior to the Time of Closing, including; (i) those obligations and liabilities of the Seller (excluding the Retained Liabilities), and (ii) those obligations and liabilities of the Seller existing as at the Time of Closing and thereafter arising under. (a) any leased property; (b) the lease exit liabilities to landlords in connection with any leased property; (c) the Seller's obligations arising pursuant to the Contracts comprising the Work Backlog, including the liabilities for deferred revenues, the Unbilled Revenue and any software licenses included in the Purchased Assets; (d) the Seller's liabilities to vendors, contractors, subcontractors andfor subconsultants for items or services provided to the Seller, including in connection with the AIR and the Unbilled Revenue; (e) the Seller's liability for accrued expenses; (f) any intercompany payables; (g) liabilities of the Seller for all costs and expenses, including payables, accrued liabilities, bank obligations, shareholder loans and all other indebtedness of the Seller incurred up to and including the Closing Date and further including those liabilities, invoices for which might be received after the Closing date, but which are for services, supplies or events rendered to the Seller prior to the Closing Date; (h) liabilities of the Seller at the Closing Date with respect to accrued wages and salaries, commissions, bonuses, vacations and holiday pay, workers' compensation levies, withholding deductions for federal and state income Taxes, Page 3 - - Packet Pg. 1434 16.E.5.a 3.2 3.3 3.4 other payroll deductions, pension plan deductions as well as liabilities relating to benefits already in place and accruing In favor of the Employees; (i) liabilities of the Seiler in respect of claims arising out of professional services provided by the Seller in association with the Purchased Business prior to the Closing Date; and (j) income Taxes payable by the Seller accrued in the operation of the Purchased Business prior to the Closing Date, (collectively, the "Assumed Liabilities"). Retained Liabilities The Seller agrees to retain all liabilities not specifically included in the Assumed Liabilities (the "Retained Liabilities"), including, without limitation, those liabilities in connection with the Excluded Assets. Liability and Warranty Obligations The Buyer shall assume all liability, warranty and other claims and obligations arising in respect of services provided by the Seller in connection with the Purchased Business up to the Time of Closing whether such claims are raised before or after the Time of Closing. Responsibility for Work Completed by the Buyer Related to Ongoing Projects The Buyer shall be solely responsible for and shall indemnify and save harmless the Seller from and against all liability, warranty and other claims and obligations arising in respect of services provided by the Buyer after the Time of Closing in connection with the agreements described in subsection 2.1(b). 4.0 PURCHASE PRICE 4.1 Purchase Price 4.2 4.3 The aggregate purchase price (the "Purchase Price") payable by the Buyer to the Seller for the Purchased Assets shall be plus the Buyer shall assume the Assumed Liabilities. The Purchase Pr"ices a satisfied by the payment referred to in section 4.2 and the assumption of the Assumed Liabilities as provided in section 3.1. Payment of the Purchase Price The Purchase Price shall be paid on the Closing Date by way of promissory note on the terms as attached as Schedule 4.2. Allocation of Purchase Price The Seller and the Buyer agree to allocate the Purchase Price among the Purchased Assets as shown in Schedule 4.3 and to report the sale and purchase of the Purchased Assets for all federal, state and local Tax purposes in a manner consistent with such allocation. The Seller and the Buyer shall in the reporting of such sale and purchase Page 4 f. Packet Pg. 1435 16.E.5.a execute such forms and make such elections as are appropriate in order to report the sale and purchase consistently to the Taxing authorities. 6.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller represents and warrants to the Buyer as follows and acknowledges that the Buyer is relying on such representations and warranties in connection with its purchase of the Purchased Assets: 5.1 Organization The Seller is a limited liability company duly formed and organized and validly subsisting under the laws of Delaware and has the power to own or lease its property and to perform its obligations hereunder, The Seller is duly qualified as a limited liability company to do business in each jurisdiction in which the nature of the Purchased Assets makes such qualification necessary, 5.2 Authorization This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. 5.3 Sufficiency of Purchased Assets The Purchased Assets owned or leased by the Seller are and have been sufficient to carry on the Purchased Business to the Time of Closing. 5A Title to Personal and Other Property The Purchased Assets are owned beneficially by the Seller with good and marketable title thereto, free and clear of all Encumbrances and the Seller has the right, title and interest to sell, assign or transfer the Purchased Assets to the Buyer pursuant to the terms hereof, 6.0 REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with its sale of the Purchased Assets: 6.1 Organization The Buyer is a corporation duly incorporated and organized and validly subsisting under the laws of New York and has the corporate power to enter into this Agreement and to perform its obligations hereunder, 6.2. Authorization Page 5 ! Packet Pg. 1436 16.E.5.a This Agreement has been duly authorized, executed and delivered by the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer by the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. 7.0 MERGER OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, indemnities, representations and warranties contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall merge on the closing of the transactions contemplated hereby. 8.0 CLOSING DATE AND TRANSFER OF POSSESSION. 8.1 Transfer Subject to compliance with the terms and conditions hereof, the transfer of possession of the purchased Assets shall be deemed to take effect as at the Time of Closing. 8.2 Fudher Assurances From time to time subsequent to the Closing Date, each party to this Agreement covenants and agrees that it will at all times after the Closing Date, at the expense of the requesting party, promptly execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby. 9.0 INTERPRETATION 9A Currency Unless otherwise indicated, all dollar amounts in this Agreement are expressed in U.S. funds. 9.2 Sections and Headings The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, section, subsection or Schedule refers to the specified Article, section or subsection of or Schedule to this Agreement. 9.3 Number, Gender and Persons In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing Page G Packet Pg. 1437 16.E.5.a persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever. 9.4 Accounting Principles Any reference in this Agreement to "GAAP" refers to generally accepted accounting principles that have been established in the United States of America, including those approved from time to time by the Financial Accounting Standards Board or any successor body thereto. 9.5 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. 9,6 Time of Essence Time shall be of the essence of this Agreement. 9.7 Applicable Law This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware and the federal laws of the United States applicable therein, and each party irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. 9.8 Successors and Assigns This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted assigns. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. 9.9 Amendments and Waivers No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver for future breaches unless otherwise provided. 9.19 Schedules The following Schedules are attached to and form part of this Agreement: Schedule 1.1 - Defined Terms Schedule 2.2(a) - Excluded Projects Schedule 2.2(b) - Excluded Permits and Licenses Schedule 4.2 - Promissory Note Page 7 Packet Pg. 1438 16.E.5.a Schedule 4.3 - Book Value of Net Assets Sold (collectively, the "Schedules"). 9.11 Notices Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: (a) if to the Seller: Cardno Consulting, LLC 400-10220 103 Avenue NW Edmonton, AB T5J 0K4 Attention: Corporate Secretary (b) if to the Buyer: Stantec Consulting Services Inc. 400-10220 103 Avenue NW Edmonton, AB T5J OK4 Attention: Corporate Secretary Any such notice or other communication shall be deemed to have been given and received on the day it is delivered if personally delivered, on the day on which receipt is acknowledged if sent by facsimile or other means of recorded electronic communication, (or, if such day is not a Business Day, on the next following Business pay) or, if mailed, on the tenth Business Day following the date of mailing; provided, however, that if at the time of mailing or within ten Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid, Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this section 9.11. 9.12 Counterparts This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. Page n `r Packet Pg. 1439 16.E.5.a 9.13 Electronic Signatures This Agreement may be executed manually or electronically, by facsimile or PDF, by the parties hereto and may be executed in separate counterparts, each of which when so executed and delivered shall be an original, that all such counterparts shall together constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] Pane 9 Packet Pg. 1440 16.E.5.a IN WITNESS WHEREOF this Agreement has been executed by the parties, CARDNO CONSULTING, LLC Per: Per, STANTEC CONSULTING SERVICES INC. Per: Per: [Signature Page to the Asset Purchase Agreement] Packet Pg. 1 171 16.E.5.a CARDNO CONSULTING, LLC - and - STANTEC CONSULTING SERVICES INC. SCHEDULE 1.1 DEFINED TERMS (a) "AIR" has the meaning set out in subsection 2.1(e); (b) "Assumed Liabilities" has the meaning set out in section 3.1; (c) "Business Day" means any day, other than a Saturday or a Sunday, on which the main branch of the Bank of America is open for business; (d) "Closing Date" means January 1, 2023 or such other date as the Seller and the Buyer may mutually determine; (e) "Code" means the Infernal Revenue Cade of 1986, as amended from time to time; (f) "Contract° means any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment, whether written or oral; (g) "Employees" means those employees of the Seller who are employed in the Purchased Business immediately prior to the Time of Closing; (h) "Encumbrance" means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security Interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing; (i) "Excluded Assets" has the meaning set out in section 2.2; 0) "GAAP" has the meaning set out in section 9.4; (k) "Intercompany Balances" has the meaning set out In section 2.1(g); (1) "Purchase Price" has the meaning set out in section 4.1; (m) "Purchased Assets" has the meaning set out in section 2.1; (n) "Purchased Business" means the business carried on by the Seller consisting primarily of professional consulting and engineering services but excluding the Excluded Assets and the Retained Liabilities; (o) "Retained Liabilities" has the meaning set out in section 3.2; Pagu 1 Packet Pg. 1442 16.E.5.a (p) "Schedules" has the meaning set out in section 9.10; (q) Taxes" means any federal, state, local or nor►-U9 income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental including taxes under Code §59A, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add -on minimum, estimated, or other Tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person; (r) Time of Closing means 12,02 AM MST on the Closing Date, or such other time on the Closing pate as the Seller and the Buyer may mutually determine; (s) "Unbilled Revenue" has the meaning set out in subsection 2.1(d); and (t) "Work Backlog" has the meaning set out in subsection 2.1(b). Page 2 Packet Pg. 1443 16.E.5.a SCHEDULE 2.2(a) EXCLUDED PROJECTS [SCHEDULE REDACTED] rn ti as N V O r� C Cn R I W U N m Iq pr Co C O E L V R Q Packet Pg. 1444 16.E.5.a SCHEDULE 2.2(b) EXCLUDED LICENSES [SCHEDULE REDACTED] rn ti as N V O r C U) I U) W U N m lq pr Co C O E L V R Q Packet Pg. 1445 16.E.5.a SCHEDULE 4.2 PROMISSORY NOTE [SCHEDULE REDACTED] rn ti as N V O r� C Cn R I W U N m lq pr Co C O E L V R Q Packet Pg. 1446 16.E.5.a SCHEDULE 4.3 BOOK VALUE OF NET ASSETS SOLD [SCHEDULE REDACTED] Packet Pg. 1447 CERTIFICATE OF LIABILITY INSURANCE DATE(I 16. E.5. b 5/l/2025 1 4/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER LOckton Companies NAME: 444 W. 47th Street, Suite 900 PHONE FAX (AtKansas City MO 64112-1906 E-MAIL Ext : A/C No (816)960-9000 ADDRESS: kcasu@lockton.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Company Of America 2567 INSURED STANTEC CONSULTING SERVICES INC. INSURER B : Berkshire 1502423 410 17TH STREET, SUITE 1400 INSURER C : DENVER CO 80202-4427 INSURER D : INSURER E : Insurance COVERAGES CERTIFICATE NUMBER: 1 R0RR670 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER EFF MM/DDPOLICYIYYYY Y EXP MM/DD LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F—xl OCCUR Y N 47 - GLO-307584 5/1/2024 5/1/2025 EACH OCCURRENCE $ 2,000,000 DAMAGE TO REITED PREMISESEa occcu ence $ 1000 000 X MED EXP (Any one person) $ 25,000 CONTRACTUAL/CROSS X XCU COVERED PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PR- JECT W LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A A AUTOMOBILE LIABILITY ANY AUTO Y N TC2J - CAP - 8E086819 (AOS) T7 -BAP - 8E086820 5/1/2024 5/1/2024 5/1/2025 5/1/2025 COMBINED SINGLE LIMIT Ea accident $ 1000 000 X BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident $XXXXXXX HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $XXXXXXX B X UMBRELLA LIAB X' OCCUR N N 47 - UMO-307585 5/1/2024 5/1/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ XXXXX XX A • A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) N / A N UB - 3P635310 AOS) UB - 3P533004 (MA, WI) EXCEPT FOR OH ND WA WY 5/1/2024 5/1/2024 5/1/2025 5/1/2025 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ 1,000.000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY -- COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, OR BOARD OF COUNTY COMMISSIONERS IN COLLIER COUNTY, OR COLLIER COUNTY GOVERNMENT, OR COLLIER COUNTY ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND AUTO LIABILITY POLICIES, THESE COVERAGES ARE PRIMARY AND NON-CONTRIBUTORY, IF REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER 18088670 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 3295 TAMIAMI TRAIL E. NAPLES FL 34112 CANCELLATION t O SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI +�+ THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II Q ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENT © 1988 015'ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1448 CERTIFICATE OF LIABILITY INSURANCE DATE( 16. E.5. c 10/1/2024 9/22/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTAPRODUCER LOCkton Companies NAME: 0 444 W. 47th Street, Suite 900 PHONE FAX(At N Kansas City MO 64112-1906 E-MAILo Ext : A/C No (816)960-9000 ADDRESS: kC3SU@lOCktOri.COm INSURER(S) AFFORDING COVERAGE NAIC # .CD INSURER A: Berkshire Hathaway Specialty Insurance Company 2227 N INSURED STANTEC CONSULTING SERVICES INC. 1502422 410 17TH STREET, SUITE 1400 DENVER CO 80202-4427 COVERAGES CERTIFICATE NUMBER: 1910411 INSURER B : AIG Specialty Insurance Company 2688 I INSURER C : 7 INSURER D : to C INSURER E: 0 c.i INSURER F : V 6 REVISION NUMBER: XXXXXXX +� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER EFF MM/DDPOLICYIYYYY Y EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F71 OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXxxXX DAMAGE TO REITED PREMISESEa occcu ence $ XXXXXXX MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX PR- POLICY1:1 JJECT LOC PRODUCTS - COMP/OP AGG $ XXXXXXX $ OTHER: AUTOMOBILE LIABILITY NOT APPLICABLE Ea acc den1SINGLE LIMIT $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE Per accident $XXXXXXX HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX HCLAIMS-MADE AGGREGATE $ XXXXXXX EXCESS LIAB DED I RETENTION $ $ XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE NOT APPLICABLE PER OTH- STATUTE ER E.L. EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ XXXXXXX If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ XXXXXXX A Professional Liab N N 47-EPP-308810 10/1/2023 10/1/2024 $5,000,000 PER CLAIM/AGG INCLUSIVE OF COSTS B Contractors Pollution Liab CP08085428 2/9/2024 10/1/2025 $5,000,000 PER LOSS/AGG DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY. CERTIFICATE HOLDER 18104316 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 3295 TAMIAMI TRAIL E. NAPLES FL 34112 c r O r+ t� C O <C c.i C 0) E 0 0 O) Q C O Q. E 3 N N Q O� ti N IM 0 N C O V d r� C R r to I J IL I O V c CANCELLATION See Attachment d E s SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI M THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II +�'+ ACCORDANCE WITH THE POLICY PROVISIONS. Q AUTHORIZED REPRESENT © 1988 015'ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1449 Attachment Code: D564542 Master ID: 1502422, Certificate ID: 18104316 16.E.5.c STANTEC CONSULTING SERVICES INC..; 1502422 18104316 COLLIER COUNTY BOARD OF COUNTY 3295 TAMIAMI TRAIL E., NAPLES, FL 34112 Dear Valued Client: In our continuing effort to provide timely certificate delivery, Lockton Companies is utilizing paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via the email below and reference Certificate ID: 18104316. You must reference this Certificate ID number in order for us to complete this process. 0 Certificate ID: 18104316 O Email: kcasu@Lockton.com O Subject Line: ASU E-Delivery NOTES: -Signing up for this will NOT sign you up for any solicitation emails - your email will only be used to forward updated or renewal certificates direct from Lockton. -Your certificates will come via a secure link to our database. If you do need a pdf of a certificate, please email kcasu@lockton.com to request one. -if you received this letter with a certificate via email, no further action on your part is necessary. -if you no longer need this certificate, please contact us at kcasu@lockton.com, reference the Holder ID number and use this subject line: "Certificate Removal" Thank you for your cooperation. Lockton Companies Account Services Unit Email / Mailing Update - Liability Certificates Packet Pg. 1450 16.E.5.d 03/12/2024 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Agreement No. 22-7973, "Independent Design Peer Review Services for Transportation Engineering Projects." OBJECTIVE: To assign all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Agreement No. 22-7973. CONSIDERATIONS: On October 25, 2022 (Agenda Item No. 16.A.1), the County awarded Agreement No. 22- 7973, "Independent Design Peer Review Services for Transportation Engineering Projects" (the "Agreement"), to Cardno, Inc. ("Cardno"). On March 1, 2023, Cardno filed a withdrawal application of its corporation to conduct business in Florida and simultaneously filed an application for authorization to conduct business in Florida under the new name Cardno Consulting, LLC ("Cardno Consulting"). On or about January 1, 2023, Stantec Consulting Services Inc. ("Stantec") entered into an Asset Purchase Agreement with Cardno Consulting whereby Stantec acquired Cardno Consulting's assets. Stantec is registered to transact business in Florida and represents and warrants that it is now the successor in interest to the Agreement entered into with the County. Staff obtained documentation of the acquisition, along with other necessary business documents from Stantec, which have been reviewed and accepted by the County Attorney's Office. Staff recommends approval of the attached Assumption Agreement assigning all rights, duties, benefits, and obligations under the Agreement, including any amendments thereto, to Stantec. Additionally, staff will expire out Professional Service Library Agreement No's 18-7432-CE, 18-7432-EV, 18- 7432-RB, 18-7432-UC, and 18-7432-UP entered by and between Collier County and Cardno, Inc., as Stantec currently holds agreements with Collier County under the same categories for each agreement. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Agreement No. 22-7973, and authorize the Chairman to sign the attached Assumption Agreement. Prepared by: Sandra Srnka, Director, Procurement Services Division ATTACHMENT(S) 1.22-7973 AssumptionVS_Stantec (PDF) 2.22-7973 Insurance—Stantec (PDF) Packet Pg. 1451 16.E.5.d 03/12/2024 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.4 Doe ID: 28179 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to Stantec Consulting Services, Inc., concerning Agreement No. 22-7973 "Independent Design Peer Review Services for Transportation Engineering Projects". Meeting Date: 03/12/2024 Prepared by: Title: — Procurement Services Name: Priscilla Doria 02/27/2024 3:34 PM Submitted by: Title: Manager - Procurement — Procurement Services Name: Sandra Srnka 02/27/2024 3:34 PM Approved By: Review: Procurement Services Vanessa Miguel Procurement Services Sandra Srnka County Attorney's Office Scott Teach Office of Management and Budget Debra Windsor Corporate Compliance and Continuous Improvement Corporate Business Operations County Attorney's Office Office of Management and Budget County Manager's Office Board of County Commissioners Level 1 Purchasing Gatekeeper Director Review Level 2 Attorney Review Level 3 OMB Gatekeeper Review Megan Gaillard Kenneth Kovensky Corporate Business Operations Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Blanca Aquino Luque OMB Reviewer Amy Patterson Level 4 County Manager Review Geoffrey Willig Meeting Pending Completed 02/29/2024 8:54 AM Completed 02/29/2024 1:18 PM Completed 03/01/2024 3:50 PM Completed 03/01/2024 3:53 PM Additional Review Completed 03/01/2024 5:00 PM Completed 03/02/2024 7:31 AM Completed 03/04/2024 1:14 PM Completed 03/05/2024 12:32 PM Completed 03/05/2024 2:23 PM 03/12/2024 9:00 AM Q Packet Pg. 1452